Common use of Conditions Precedent to Effectiveness Clause in Contracts

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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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.

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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 Xxxxxxx Xxxxxxx Shearman & Xxxxxxxx Sterling LLP, counsel for the Facility Agent, substantially in the form of Exhibit G hereto. (v) A certificate of the chief financial officer senior vice president finance or treasurer of PMI certifying that as of 31 December 2006 2004 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (ed) 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. (fe) This Agreement shall have been executed by PMI, JPMELCitibank, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit SuisseSuisse First Boston, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., Inc. and X.X. Xxxxxx plc and Xxxxxx Brothers Inc.plc, 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. 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.

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 The Lenders shall have notified each Lender been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (b) The Borrower shall have paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Facility Agent in writing Lenders and the reasonable accrued fees and expenses of one law firm acting as counsel to the proposed Agent that have been invoiced at least one Business Day prior to the Effective Date. (bc) 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 PMIthe Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.1 4.01 are true and correct on and as of the Effective Date, and (ii) no No event has occurred and is continuing that constitutes a Default or Event of Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 AgentAgent and the Lenders: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of PMI the Borrower approving this AgreementAgreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and the Notes. (iivi) A certificate of the Secretary secretary, assistant secretary or an Assistant Secretary associate secretary of PMI the Borrower certifying the names and true signatures of the officers of PMI the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iiivii) Favorable opinions A certificate as of counsel (which may be in-house counsel) for PMI, substantially a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in the form good standing in its state of Exhibits E-1 and E-2 heretoorganization or formation. (ivviii) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse substance reasonably acceptable to the general credit or assets of PMI and its Major Subsidiaries), 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 $200,000,000Lenders. (e) PMI shall have paid all accrued fees and reasonable expenses of the Facility Agent and the Lenders Concurrently 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 before the Effective Date. , (fi) This all principal, interest and other amounts outstanding under the Borrower’s Existing Credit Agreement shall be repaid and satisfied in full, (ii) all commitments to extend credit under the Existing Credit Agreement shall be terminated and (iii) any letters of credit outstanding under the Existing Credit Agreement shall have been executed by PMIterminated, JPMELcanceled, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, transferred or replaced; and the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent shall notify PMI and the Initial Lenders received evidence 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 foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the Lenders unless an officer of lenders or the Facility Agent responsible for agent under the transactions contemplated by this Existing Credit 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 theretoif applicable.

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 Administrative Agent shall have been satisfiedreceived the following, each (where applicable and unless otherwise specified below) dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent: (a) PMI shall have notified Evidence (which may include facsimile or other electronic transmission of a signed signature page hereof) that each Lender and the Facility Agent in writing as to the proposed Effective Date.party hereto has signed a counterpart of this Agreement. 16605535v6 24740.00262 50 (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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 (x) the charter and by-laws of the Borrower, (y) resolutions of the Executive Committee of the Board of Directors of PMI the Borrower authorizing and approving this AgreementAgreement and the transactions contemplated hereby, and of (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (iic) A certificate of the Secretary or an Assistant Secretary of PMI the Borrower certifying the names and true signatures of the officers of PMI the Borrower 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 Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility Agent, substantially in the form of Exhibit G hereto. (vd) A certificate from the Secretary of State of the chief financial officer or treasurer State of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse Delaware dated a date reasonably close to the general credit or assets Effective Date as to the good standing of PMI and its Major Subsidiaries), payment of which is secured charter documents filed 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 $200,000,000Borrower. (e) PMI shall have paid all accrued fees and reasonable expenses An opinion of Xxxxx Xxxxx LLP, counsel to Xxxxxxxx, addressed to the Facility Administrative Agent and the Lenders with respect to Borrower, the Credit Documents, and such other matters as the Administrative Agent shall reasonably request. (f) A certificate of two Responsible Officers certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) each of the representations and warranties contained in Section 4.01 is true and correct on and as of the date thereof as if made on and as of such date. (g) Such other approvals, opinions and documents relating to this Agreement for which and the Facility transactions contemplated hereby as the Administrative Agent or any Lender, through the Administrative Agent, may reasonably request. (h) All accrued and unpaid interest and fees outstanding as of the Effective Date under the Existing Credit Agreement shall have made reasonable demand been paid in accordance with Section 9.4(afull. (i) All fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced no fewer than two Business Days prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (j) All documentation and other information reasonably requested at least five Business Days prior to the Effective Date by the Administrative Agent or any Lender through the Administrative Agent that is required to satisfy applicable “know your customer” and Anti-Terrorism Laws and other applicable anti-money laundering rules and regulations, including the Patriot Act, has been received at least three Business Days prior to the Effective Date. (fk) This Agreement At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and deliver a Beneficial Ownership Certification in relation to the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this AgreementBorrower. The Facility Agent shall notify PMI and Without limiting the Initial Lenders generality of the date which is the Effective Date upon satisfaction provisions of all of the conditions precedent set forth in this Section 3.1. For 7.03(c), for purposes of determining compliance with the conditions specified in this Section 3.13.01, each Lender 16605535v6 24740.00262 51 that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Lenders unless an officer of the Facility Administrative 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, Date specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02) (such date, the “Effective Date”) on which the following conditions precedent have been satisfied:): (a) PMI The Administrative Agent (or its counsel) shall have notified received from each Lender and the Facility Agent in writing as party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the proposed Effective DateAdministrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) On the Effective Date, the following statements shall be true and the Facility The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the account of each Lender Borrower, covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated hereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received a certificate signed by a duly authorized officer of PMIthe secretary or assistant secretary of the Borrower, dated the Effective Date, stating thatcertifying: (i) that attached to such certificate are (A) a true and complete copy of the certificate of incorporation and bylaws of the Borrower, as in full force and effect on the Effective Date, and (B) a true and complete copy of a certificate from the appropriate Governmental Authority of the jurisdiction of incorporation of the Borrower certifying that the Borrower is validly existing and in good standing in such jurisdiction, dated a recent date prior to the Effective Date; (ii) that attached to such certificate is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is or is intended to be a party and the obtaining of extensions of credit under this Agreement; and (iii) as to the incumbency and specimen signature of each officer of the Borrower executing the Loan Documents to which the Borrower is or is intended to be a party; (d) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower dated the Effective Date, certifying that the representations and warranties of the Borrower contained in Section 4.1 are Article 3 (except for the representations and warranties in Sections 3.03(c), 3.17, 3.18 and 3.19) shall be true and correct in all material respects on and as of the Effective Date, and (ii) no event has occurred except to the extent that such representations and is continuing that constitutes a Default or Event of Default. (c) Prior warranties specifically refer to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayan earlier date, in form which case they shall be true 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 correct in 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 material respects as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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 $200,000,000such earlier date. (e) PMI To the extent reasonably requested by the Administrative Agent or any Lender, in writing, at least 10 Business Days prior to the Effective Date, the Administrative Agent or such Lender shall have paid received, at least five (5) Business Days prior to the Effective Date, all accrued fees documentation and reasonable expenses other information required by regulatory authorities or as may be required by the internal policies of the Facility Administrative Agent or such Lender with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation the Patriot Act. (f) The Administrative Agent, the Sole Lead Arranger and the Lenders with respect to this Agreement for which the Facility Agent shall have made reasonable demand received all fees, in accordance with Section 9.4(a) an amount and at times separately agreed in writing, and other amounts due and payable to them on or prior to the Effective Date. (f) This Agreement shall have been executed by PMI, JPMELincluding, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and to the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent shall notify PMI and the Initial Lenders of the date which is extent invoiced at least three Business Days prior to the Effective Date upon satisfaction (or such later date as the Borrower may reasonably agree), reimbursement or payment 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 out-of-pocket expenses required to be satisfied with each document reimbursed or paid by the Borrower hereunder or under any other matter required thereunder to be consented to or approved by or acceptable or satisfactory Loan Document (including the reasonable fees, disbursements and other charges of one primary counsel 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 theretoAdministrative Agent).

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 Altria shall have notified each Lender and the Facility Agent JPMorgan Chase, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Altria dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under the Existing Term Facility Loan Agreement including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreement. (de) The Facility Agent JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMorgan Chase, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP, counsel for the Facility JPMorgan Chase, as Administrative 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (f) This Agreement shall have been executed by PMIAltria, JPMELJPMorgan Chase and Citibank, as Facility Agent and Swingline Agent, and Citigroup Global Markets LimitedAdministrative Agents, Credit Suisse, Cayman Islands Branch, Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P.as Syndication Agents, X.X. Xxxxxx plc and Xxxxxx Brothers Inc.ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC, as Mandated Lead Arrangers and BookrunnersDocumentation Agents, and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent JPMorgan Chase, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMorgan Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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 satisfiedwhich: (a) PMI The Administrative Agent shall have notified each Lender received evidence reasonably satisfactory to it that the Existing Credit Agreement shall have been (or shall be substantially simultaneously) terminated, that all amounts due thereunder shall have been (or shall be substantially simultaneously) paid in accordance with its terms and that no Liens exist other than Liens permitted by the Facility Agent in writing as terms of this Agreement or Liens discharged on or prior to the proposed Effective DateClosing Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent. (b) On the Effective Date, the following statements shall be true and the Facility The Administrative Agent (or its counsel) 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: either (i) the representations a counterpart of this Agreement and warranties contained in Section 4.1 are correct on and as of the Effective DateLLC Guarantee signed on behalf of each party thereto (which may include telecopy or e-mail transmissions of signed signature pages), and or (ii) no event has occurred written evidence reasonably satisfactory to the Agent (which may include telecopy or e-mail transmissions of signed signature pages) that this Agreement and is continuing that constitutes a Default or Event of Defaultthe LLC Guarantee have been signed on behalf of each party thereto. (c) Prior to or simultaneously with The Lenders, the Effective Date, PMI Administrative Agent and the Arrangers shall have satisfied received all of its obligations under fees required to be paid, and all expenses for which invoices have been submitted to the Existing Term Facility including, without limitation, Borrower at least one Business Day prior to the payment of all loans, accrued interest and feesClosing Date. (d) The Facility Administrative Agent shall have received (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. (e) The Administrative Agent shall have received a legal opinion (addressed to the Administrative Agent and each Lender party hereto on the Closing Date) from Xxxxxxxx & Xxxxx LLP, counsel to the Borrower, which opinion shall be reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a legal opinion (addressed to the Administrative Agent and each Lender party hereto on the Closing Date) from Xxxxxx X. Xxxxx, General Counsel of the Borrower, or before Xxxx Xxxxx, Assistant General Counsel of the Effective Date Borrower, which opinion shall be reasonably satisfactory to the followingAdministrative Agent. (f) The Administrative Agent shall have received the following documents and certificates, each dated such day, all in form and substance reasonably satisfactory to the Facility Administrative Agent: (i) Certified copies A certificate of the resolutions Chief Financial Officer of the Board Borrower, dated the Closing Date, certifying (A) compliance with the condition precedent set forth in paragraph (b) of Directors of PMI approving this AgreementSection 4.02, and (B) the dollar amount of all documents evidencing other necessary corporate action Long-Term Assets Under Management as of the close of business on the Business Day immediately preceding the Closing Date and governmental approvals, if any, with respect to this Agreement.for the 30 Business Days prior thereto; (ii) A copy of the certificate or articles of incorporation or organization or certificates of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; and (iii) A certificate of the Secretary or an Assistant Secretary of PMI each Loan Party, dated the Closing Date, 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) that attached thereto is a true and complete copy of the aggregate amount by-laws or operating (or limited liability company) agreement of Debt such Loan Party as in effect on the Closing Date, (excluding all Debt incurred in connection with leasingB) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the Loan Documents to which it is a party and the transactions contemplated thereby, sale and leaseback and structured finance transactions conducted including, in the ordinary course case of business the Borrower, the Borrowings hereunder, (C) that the certificate or articles of PMCC Europe GmbH that is without recourse incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to the general credit or assets of PMI and its Major Subsidiaries), payment of which is secured by any Lien referred to in clause subclause (iiiii) of Section 5.2(a), does not exceed $400,000,000above, and (BD) as to the aggregate amount incumbency and specimen signature of Debt included in clause (A) each officer executing any Loan Document on behalf of this subsection (v), payment of which is secured such Loan Party and countersigned by any Lien referred another officer as to in clause (iv) of Section 5.2(a), does not exceed $200,000,000. (e) PMI shall have paid all accrued fees the incumbency and reasonable expenses specimen signature of the Facility Agent and Secretary or Assistant Secretary executing the Lenders with respect certificate delivered pursuant 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 Datesubclause (iii). (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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.

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. (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 Term Facility Credit Agreement including, without limitation, the payment of all loans, accrued interest and fees. (de) 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:Agent (acting on its own behalf and on behalf of the Lenders): (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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 2020 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)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. (ef) 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. (fg) This Agreement shall have been executed by PMI, JPMELCiti, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc.Citibank, as Mandated Lead Arrangers and Bookrunners, Swingline Agent and the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. (i) The Facility Agent shall have received, at least five days prior to the Effective Date, all documentation and other information regarding PMI reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of PMI at least fifteen days prior to the Effective Date and (ii) if PMI qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, any Lender that has requested a Beneficial Ownership Certification in a written notice to PMI at least fifteen days prior to the Effective Date, shall have received such Beneficial Ownership Certification at least five days prior to the Effective Date (provided that, upon the execution and delivery by the Facility Agent or any such Lender of its signature page to this Agreement, the respective condition set forth in this Section 3.1(h) shall be deemed to be satisfied). 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.

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 The Lenders shall have notified each Lender been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (b) The Borrower shall have paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Facility Agent in writing Lenders and the reasonable accrued fees and expenses of one law firm acting as counsel to the proposed Agent that have been invoiced at least one Business Day prior to the Effective Date. (bc) 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 PMIthe Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.1 4.01 are true and correct on and as of the Effective Date, and (ii) no No event has occurred and is continuing that constitutes a Default or Event of Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 AgentAgent and the Lenders: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of PMI the Borrower approving this AgreementAgreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and the Notes. (iivi) A certificate of the Secretary secretary, assistant secretary or an Assistant Secretary associate secretary of PMI the Borrower certifying the names and true signatures of the officers of PMI the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iiivii) Favorable opinions A certificate as of counsel (which may be in-house counsel) for PMI, substantially a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in the form good standing in its state of Exhibits E-1 and E-2 heretoorganization or formation. (ivviii) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse substance reasonably acceptable to the general credit or assets of PMI and its Major Subsidiaries), 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 $200,000,000Lenders. (e) 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 DateReserved. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 theretoReserved.

Conditions Precedent to Effectiveness. This Agreement As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the first date (the “applicable Extension Effective Date”) , an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on which the following conditions precedent have been satisfied:such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (aiv) PMI The Administrative Agent shall have notified each Lender and received a certificate of the Facility Agent in writing Borrower dated as to of the proposed applicable Extension Effective Date. , signed by a Responsible Officer of the Borrower (bi) On (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the following statements shall be true resolutions delivered to the Administrative Agent and the Facility Agent shall have received Lenders on the Closing Date include approval for an extension of the account of each Lender Revolving Credit Maturity Date for a certificate signed by a duly authorized officer of PMI, dated period that is not less than an additional six (6) months from the Effective Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, stating that: as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (iii) certifying that (A) the representations and warranties contained in Section 4.1 Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Sections 5.19 and 5.24, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, andexcept (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (iiv) no event has occurred and is continuing that constitutes a Default or Event upon the reasonable request of Default. (c) Prior any Lender made at least ten Business Days prior to or simultaneously with the applicable Extension Effective Date, PMI the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied all of its obligations under with, the Existing Term Facility documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayU.S. Patriot Act, 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 each case at least five Business Days prior to the applicable Extension Effective Date.; and (fvi) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 at least ten Business Days prior to the date that PMI, by notice to the Lenders, designates as the proposed applicable Extension Effective Date, specifying its objection theretoif the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

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 The Lenders shall have notified each Lender been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (b) The Borrower shall have paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Facility Agent in writing as Lenders and the reasonable accrued fees and expenses of counsel to the proposed Agent that have been invoiced at least one Business Day prior to the Effective Date. (bc) 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 PMIthe Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.1 4.01 are true and correct on and as of the Effective Date, both before and after giving effect to the Initial Borrowing and the application of the proceeds thereof, as though made on and as of such date; and (ii) no No event has occurred and is continuing continuing, or would result from the Initial Borrowing or the application of the proceeds thereof, that constitutes a Default or Event of Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received the Notice of Initial Borrowing pursuant to Section 2.02. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility AgentAgent and the Lenders: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.14(a). (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of PMI the Borrower approving this AgreementAgreement and the Notes, and of all documents evidencing other necessary corporate action action, third party consents and governmental approvals, if any, with respect to this AgreementAgreement and the Notes. (iivi) A certificate of the Secretary secretary, assistant secretary or an Assistant Secretary associate secretary of PMI the Borrower certifying the names and true signatures of the officers of PMI the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iiivii) Favorable opinions A certificate as of counsel (which may be in-house counsel) for PMI, substantially a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in the form of Exhibits E-1 and E-2 heretogood standing in such state. (ivviii) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility AgentBorrower, substantially in form and substance reasonably acceptable to the form of Exhibit G heretoLenders. (vix) A certificate written opinion of Xxxxxx Xxxxxxx & Xxxx LLP, special New York counsel for the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasingAgent, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse addressed to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) PMI shall have paid all accrued fees and reasonable expenses of the Facility Agent and the Lenders Lenders, with respect to the enforceability of this Agreement for which and the Facility Agent shall have made reasonable demand in accordance with Section 9.4(a) Notes issued on or prior to the Effective Date. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent in form and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 substance reasonably 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 theretoAgent.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective on and as the obligation of each Incremental Term-1 Loan Lender to make its portion of the first date (Incremental Term-1 Loan shall be subject to the “Effective Date”) on which satisfaction of each of the following conditions precedent have been (the date on which all such conditions are satisfied:, the “Second Amendment Effective Date”): (a) PMI The Administrative Agent shall have notified received counterparts of this Agreement duly executed, as applicable, by each Lender of the Loan Parties, the Incremental Term-1 Loan Lenders, the Required Lenders and the Facility Agent in writing as to the proposed Effective DateAdministrative Agent. (b) On No Default or Event of Default shall exist as of the Second Amendment Effective Date, Date before or after giving effect to the following statements making of the Incremental Term-1 Loan. (c) Anixter shall be true and deliver to the Facility Administrative Agent shall have received for the account a certificate of each Lender a certificate Loan Party dated as of the Second Amendment Effective Date signed by a duly authorized officer Responsible Officer of PMI, dated the Effective Date, stating that: such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party, approving or consenting to such Incremental Term-1 Loan Commitment, and (ii) in the case of Anixter, certifying that, both before and after giving effect to such Incremental Term-1 Loan Commitment, (A) the representations and warranties contained in Section 4.1 Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of such Second Amendment Effective Date (except to the Effective Dateextent that such representations and warranties specifically refer to an earlier date, and in which case they are true and correct as of such earlier date, and except that for purposes of this clause (iic), the representations and warranties contained in subsections (a) and (b) of Section 5.07 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement), and (B) no event has occurred and is continuing that constitutes a Default or Event of DefaultDefault exists as of such Second Amendment Effective Date before or after giving effect to any Incremental Term-1 Loan Commitment and the making of any Incremental Term-1 Loan pursuant thereto. (cd) Prior to or simultaneously with the Effective Date, PMI The Administrative Agent shall have satisfied received a duly executed Incremental Term Loan Note (as defined in the Amended Credit Agreement) for each Incremental Term-1 Loan Lender that has requested an Incremental Term Loan Note. (e) The Administrative Agent and the Arranger shall have been paid or reimbursed for all of its obligations under the Existing Term Facility fees and out-of-pocket charges and other expenses incurred in connection with this Agreement, including, without limitation, the payment reasonable fees and disbursements of all loans, accrued interest and fees. (d) 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 Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility Administrative 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (f) This Agreement The Borrower shall have paid to the Arranger, for the account of each Incremental Term- Loan Lender and Consenting Lender, as applicable, such fees as shall have been executed by PMI, JPMEL, as Facility Agent separately agreed upon in writing in the amounts and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and at the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. 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 theretotimes so specified.

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 Kraft shall have notified each Lender and the Facility Agent JPMorgan Chase, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIKraft, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Kraft dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Kraft shall have satisfied all of its obligations under the Existing Term Facility Loan Agreement including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreement. (de) The Facility Agent JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMorgan Chase, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Kraft 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 Kraft certifying the names and true signatures of the officers of PMI Kraft 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 PMIKraft, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMorgan Chase, as Administrative 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (f) This Agreement shall have been executed by PMIKraft, JPMELJPMorgan Chase and Citibank, as Facility Agent and Swingline Agent, and Citigroup Global Markets LimitedAdministrative Agents, Credit Suisse, Cayman Islands Branch, Suisse First Boston and Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P.as Syndication Agents, X.X. Xxxxxx plc and Xxxxxx Brothers Inc.ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Mandated Lead Arrangers and BookrunnersDocumentation Agents, and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent JPMorgan Chase, as Administrative Agent, shall notify PMI Kraft 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMorgan Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIKraft, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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 Altria shall have notified each Lender and the Facility Agent JPMCB, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMCB, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under the Existing Term Facility Credit Agreement including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent JPMCB, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMCB, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 F-1 and E-2 F-2 hereto. (iv) An executed Guarantee. (v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantee. (vi) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith. (vii) Favorable opinion of counsel (which may be in-house counsel) for Guarantor, substantially in the form of Exhibit F-3 hereto. (viii) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMCB, as Administrative Agent, substantially in the form of Exhibit G H hereto. (vix) A certificate of the chief financial officer or treasurer of PMI Altria certifying that as of 31 December 2006 31, 2012 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (vix), payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMI, JPMELAltria and JPMCB and Citibank, as Facility Agent Administrative Agents, and Swingline JPMCB, as Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent JPMCB, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMCB, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as The effectiveness of the first amendments set forth at Section I hereof is subject to the satisfaction, or waiver, of the following conditions on or before the date hereof (the “Seventh Amendment Effective Date”) on which the following conditions precedent have been satisfied:): (a) PMI Company, Holdings and Requisite Lenders shall have notified each Lender indicated their consent by the execution and delivery of the Facility Agent in writing as signature pages hereof to the proposed Effective DateAdministrative Agent. (b) On Each Credit Party shall have obtained all material consents necessary or advisable in connection with the Effective Date, the following statements shall be true and the Facility transaction contemplated by this Seventh Amendment. (c) The Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized from an officer of PMI, dated the Company stating that as of the Seventh Amendment Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 III herein and in the other Credit Documents are true, correct and complete in all respects on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true correct and complete in all respects on and as of such earlier date. (d) The Administrative Agent shall have received a certificate from an officer of the Company stating that as of the Seventh Amendment Effective Date, and (ii) no event has occurred and is continuing that constitutes a would constitute an Event of Default or Event of a Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 The Administrative Agent shall have made reasonable demand in accordance with Section 9.4(a) on or received, for distribution to all Lenders who execute this Seventh Amendment, an amendment fee equal to 0.125% of such Lenders’ Revolving Commitments and outstanding Term Loans immediately prior to the Seventh Amendment Effective Date. (f) This Agreement Company shall have paid all fees and other amounts due and payable on or prior to the Seventh Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or under any other Credit Document. (g) Holdings shall have received the gross proceeds from the Holdings Additional Equity Offering of not less than $40,000,000 and such proceeds shall have been executed by PMI, JPMEL, applied as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 Seventh Amendment. (h) The Agent and Lenders shall have received notice from such Lender prior to other documents and information regarding Credit Parties and the date that PMI, by notice to the Lenders, designates Credit Agreement as the proposed Effective Date, specifying its objection theretoAgents or Lenders may reasonably request.

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 Altria shall have notified each Lender and the Facility Agent JPMorgan Chase, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Altria dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under the Existing Term Facility Loan Agreement including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreement. (de) The Facility Agent JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMorgan Chase, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMorgan Chase, as Administrative Agent, substantially in the form of Exhibit G hereto. (v) A certificate of the chief financial officer or treasurer of PMI Altria certifying that as of 31 December 2006 31, 2004 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH Xxxxxx Xxxxxx Capital Corporation that is without recourse to the general credit or assets of PMI Altria and its Major Subsidiaries), payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(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(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMIAltria, JPMELJPMorgan Chase and Citibank, as Facility Agent and Swingline Agent, and Citigroup Global Markets LimitedAdministrative Agents, Credit SuisseSuisse First Boston, Cayman Islands Branch, Branch and Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P.as Syndication Agents, X.X. Xxxxxx plc and Xxxxxx Brothers Inc.ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Securities LLC, as Mandated Lead Arrangers and BookrunnersDocumentation Agents, and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent JPMorgan Chase, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMorgan Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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 Altria shall have notified each Lender and the Facility Agent JPMCB, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMCB, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under that certain Amended and Restated Credit Agreement relating to a US$3,000,000,000 5-Year Revolving Credit Facility, dated as of August 1, 2018 (as amended by Amendment No. 1, dated as of January 25, 2019, Extension and Amendment No. 2, dated as of August 18, 2021, and Extension and Amendment No. 3, dated as of August 17, 2022), by and among Altria, the Existing Term Facility lenders party thereto and JPMCB and Citibank, as administrative agents including, without limitation, the payment of all loans, accrued interest and feesfees thereunder and all commitments thereunder shall have been, or shall substantially contemporaneously be, terminated. (d) The Facility Agent JPMCB, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMCB, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 F-1 and E-2 F-2 hereto. (iv) An executed Guarantee. (v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantee. (vi) A favorable certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith. (vii) Favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel (which may be in-house counsel) for the Facility AgentGuarantor, substantially in the form of Exhibit G F-3 hereto. (vviii) A certificate of the chief financial officer or treasurer of PMI Altria certifying that as of 31 December 2006 31, 2022 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (vviii), payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMI, JPMELAltria and JPMCB and Citibank, as Facility Agent Administrative Agents, and Swingline JPMCB, as Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. (f) (i) JPMCB, as Administrative Agent, shall have received, at least five days prior to the Effective Date, all documentation and other information regarding the Borrower reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, at least five days prior to the Effective Date, any Lender that has reasonably requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by JPMCB, as Administrative Agent, or any such Lender of its signature page to this Agreement, the respective condition set forth in this Section 3.01(f) shall be deemed to be satisfied). (g) Altria shall have paid all fees required to be paid on or before the Effective Date by Altria in connection with the credit facility established hereby. The Facility Agent JPMCB, as Administrative Agent, shall notify PMI Altria and the Initial Lenders of the date which that is the Effective Date upon satisfaction of all of the conditions precedent set forth in this Section 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMCB, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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 Altria shall have notified each Lender and the Facility Agent JPMCB, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMCB, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMCB, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Altria dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under the Existing Term Facility Loan Agreement including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreement. (de) The Facility Agent JPMCB, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMCB, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 G-1 and E-2 G-2 hereto. (iv) An executed Guarantee. (v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantee. (vi) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith. (vii) Favorable opinion of counsel (which may be in-house counsel) for Guarantor, substantially in the form of Exhibit G-3 hereto. (viii) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMCB, as Administrative Agent, substantially in the form of Exhibit G I hereto. (vix) A certificate of the chief financial officer or treasurer of PMI Altria certifying that as of 31 December 2006 31, 2008 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (vix), payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMI, JPMELAltria and JPMCB and Citibank, as Facility Agent Administrative Agents, and Swingline JPMCB, as Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent JPMCB, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMCB, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as The obligations of the first date (Lenders, the “Effective Date”) on which XX Xxxxx and the Swingline Lender to make the initial Advances, issue the initial Letter of Credit, and make the initial Swingline Advance shall not be effective unless and until the following conditions precedent shall have been satisfied: (a) PMI The Borrower shall have notified each Lender paid all fees and invoiced expenses payable hereunder or under the Facility Agent in writing as Fee Letters to the proposed Effective Dateextent due and payable incurred through (and for which statements have been provided prior to) the date of the initial Extension of Credit. (b) On The Borrower shall have provided the Effective DateAdministrative Agent and each Lender with information, which includes the following statements name, address, tax identification number and other information regarding the Borrower, that will allow the Administrative Agent and each Lender to identify the Borrower in accordance with the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001). (c) The representations and warranties set forth in Section 4.01 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 date of Default. (c) Prior to or simultaneously the initial Extension of Credit with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and feessame effect as though made on such date. (d) The Facility Administrative Agent shall have received on or before the Effective Date the following, each dated such the same day, in form and substance reasonably satisfactory to the Facility Administrative Agent: (i) Duly executed copies of (A) this Agreement executed by the Borrower and the Lenders and (B) any Note requested by a Lender duly executed by the Borrower in favor of such Lender. (ii) Certified copies of the articles or certificate of incorporation and bylaws of the Borrower, together with all amendments and modifications thereto as of the date of delivery and a certificate of good standing for the Borrower issued by the Secretary of State of the state of its incorporation. (iii) Certified copies (A) of the resolutions of the Board of Directors of PMI approving this Agreement, the Borrower granting authority to the Borrower’s officers to execute financing or credit arrangements and (B) of all documents evidencing other necessary corporate action and governmental approvals, if any, approvals with respect to the execution, delivery and performance by the Borrower of this Agreement. (iiiv) A certificate of the Secretary or an Assistant Secretary of PMI the Borrower certifying the names and true signatures of the officers of PMI the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder. (iiiv) Favorable opinions Copies of counsel (which may be in-house counsel) for PMIthe financial statements referred to in Section 4.01(f), substantially in the form of Exhibits E-1 and E-2 heretotogether with an unqualified audit opinion relating to such statements. (ivvi) A favorable An opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, or opinions from counsel for the Facility AgentBorrower, substantially in the form of Exhibit G E hereto. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 The Administrative Agent shall have made reasonable demand in accordance with Section 9.4(a) on or prior received evidence reasonably satisfactory to the Effective Date. (f) This Agreement shall Administrative Agent that the credit facilities described on Schedule III have been executed by PMI, JPMEL, as Facility Agent terminated and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent shall notify PMI and the Initial Lenders all Indebtedness of the date which is the Effective Date upon satisfaction of all of the conditions precedent set forth Borrower thereunder has been paid in this Section 3.1full. For purposes of determining compliance with the conditions specified in this Section 3.13.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Lenders unless an officer of the Facility Administrative 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, Closing Date specifying its objection thereto.

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. (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 Term Facility Credit Agreement including, without limitation, the payment of all loans, accrued interest and fees. (de) 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:Agent (acting on its own behalf and on behalf of the Lenders): (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-1and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 2019 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)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. (ef) 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. (fg) This Agreement shall have been executed by PMI, JPMELCiti, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc.Citibank, as Mandated Lead Arrangers and BookrunnersSwingline Agent, and the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. (i) The Facility Agent shall have received, at least five days prior to the Effective Date, all documentation and other information regarding PMI reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of PMI at least fifteen days prior to the Effective Date and (ii) if PMI qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, any Lender that has requested a Beneficial Ownership Certification in a written notice to PMI at least fifteen days prior to the Effective Date, shall have received such Beneficial Ownership Certification at least five days prior to the Effective Date (provided that, upon the execution and delivery by the Facility Agent or any such Lender of its signature page to this Agreement, the respective condition set forth in this Section 3.1(h) shall be deemed to be satisfied). 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.

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 Altria shall have notified each Lender and the Facility Agent JPMorgan Chase, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Altria dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under the Existing Term Facility Loan Agreement including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreement. (de) The Facility Agent JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMorgan Chase, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMorgan Chase, as Administrative 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (f) This Agreement shall have been executed by PMIAltria, JPMELJPMorgan Chase and Citibank, as Facility Agent and Swingline Agent, and Citigroup Global Markets LimitedAdministrative Agents, Credit SuisseSuisse First Boston, Cayman Islands Branch, Branch and Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P.as Syndication Agents, X.X. Xxxxxx plc and Xxxxxx Brothers Inc.ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Securities LLC, as Mandated Lead Arrangers and BookrunnersDocumentation Agents, and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent JPMorgan Chase, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMorgan Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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:satisfied (or waived in accordance with Section 8.01): (a) PMI There shall have notified each Lender occurred no Material Adverse Change since January 30, 2021. (b) The Borrower shall have paid all accrued fees and expenses of the Paying Agent, the Issuing Banks and the Facility Agent in writing as Lenders (including the accrued fees and expenses of counsel to the proposed Paying Agent) provided that, in the case of expenses, invoices shall have been presented to the Borrower at least three Business Days prior to the Effective Date. (bc) On the Effective Date, the following statements shall be true and the Facility Paying Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIthe Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.1 4.01 are correct on and as of the Effective Date, and (ii) no No event has occurred and is continuing that constitutes a Default or Event of Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Paying Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility Paying Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI the Borrower approving this Agreement, Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and the other Loan Documents. (ii) A certificate of the Secretary or an Assistant Secretary of PMI the Borrower certifying the names and true signatures of the officers of PMI the Borrower authorized to sign this Agreement Agreement, each other Loan Document and the other documents to be delivered hereunderhereunder or thereunder. (iii) Favorable opinions A favorable opinion of (i) Cxxxxxxxx X. Xxxxxxxx, Group Vice President, Secretary and General Counsel for the Borrower, and of (ii) Wxxx Xxxxxxx & Mxxxxx LLP, special New York counsel (which may be in-house counsel) for PMIthe Borrower, substantially as to the enforceability of this Agreement under New York law, in the each case, in customary form of Exhibits E-1 and E-2 heretosubstance. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 at least three Business Days prior to the Effective Date. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 any documentation or other matter required thereunder evidence reasonably requested by the Paying Agent or any Lender in order to be consented to comply with all necessary “know your customer” or approved by or acceptable or satisfactory other similar checks under all applicable laws and regulations and, to the Lenders unless an officer of extent the Facility Agent responsible for Borrower qualifies as a “legal entity customer” under the transactions contemplated by this Agreement shall have received notice from such Lender Beneficial Ownership Regulation, a duly executed Beneficial Ownership Certification, in each case, to the extent requested at least five days prior to the date that PMI, by notice to the Lenders, designates as the proposed anticipated Effective Date, specifying its objection thereto.

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 Administrative Agent shall have been satisfiedreceived the following, each (where applicable and unless otherwise specified below) dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent: (a) PMI shall have notified Evidence (which may include facsimile or other electronic transmission of a signed signature page hereof) that each Lender and the Facility Agent in writing as to the proposed Effective Dateparty hereto has signed a counterpart of this Agreement. (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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 (x) the charter and by-laws of the Borrower, (y) resolutions of the Executive Committee of the Board of Directors of PMI the Borrower authorizing and approving this AgreementAgreement and the transactions contemplated hereby, and of (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (iic) A certificate of the Secretary or an Assistant Secretary of PMI the Borrower certifying the names and true signatures of the officers of PMI the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. (iiid) Favorable opinions A certificate from the Secretary of counsel (which may be in-house counsel) for PMI, substantially in State of the form State of Exhibits E-1 Delaware dated a date reasonably close to the Effective Date as to the good standing of and E-2 heretocharter documents filed by the Borrower. (ive) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxx Xxxxx Xxxxxxxx, counsel for to the Facility AgentBorrower, substantially in the form of Exhibit G hereto.C. (vf) A certificate of the chief financial officer or treasurer of PMI two Responsible Officers certifying that (i) no Default or Event of Default as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale date thereof has occurred and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a), does not exceed $400,000,000continuing, and (Bii) each of the aggregate amount representations and warranties contained in Section 4.01 is true and correct on and as of Debt included in clause (A) the date thereof as if made on and as 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 $200,000,000such date. (eg) PMI shall have paid all accrued fees Such other approvals, opinions and reasonable expenses of the Facility Agent and the Lenders with respect documents relating to this Agreement for which and the Facility transactions contemplated hereby as the Administrative Agent shall have made reasonable demand in accordance with Section 9.4(aor any Lender, through the Administrative Agent, may reasonably request. (h) All fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced no fewer than two Business Days prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) All documentation and other information reasonably requested at least five Business Days prior to the Effective Date by the Administrative Agent or any Lender through the Administrative Agent that is required to satisfy applicable “know your 733301099 15483412 51 customer” and Anti-Terrorism Laws and other applicable anti-money laundering rules and regulations, including the Patriot Act, has been received at least three Business Days prior to the Effective Date. (fj) This Agreement At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and deliver a Beneficial Ownership Certification in relation to the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this AgreementBorrower. The Facility Agent shall notify PMI and Without limiting the Initial Lenders generality of the date which is the Effective Date upon satisfaction provisions of all of the conditions precedent set forth in this Section 3.1. For 7.03(c), for purposes of determining compliance with the conditions specified in this Section 3.13.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Lenders unless an officer of the Facility Administrative 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, Date specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as The effectiveness of the first date (amendments set forth at Section I hereof are subject to the “Effective Date”) on which satisfaction, or waiver, of the following conditions precedent have been satisfied:on or before the date hereof (the "Second Amendment Closing Date"): (a) PMI The Company, Holdings and Requisite Lenders shall have notified each Lender indicated their consent by the execution and delivery of the Facility Agent in writing as signature pages hereof to the proposed Effective DateAgent. (b) On Company shall have received net proceeds from the Effective Date, the following statements New Company Subordinated Notes of not less than $147,000,000 and such proceeds shall be true and the Facility have been applied as contemplated by this Second Amendment. (c) The Agent shall have received for the account of each Lender a certificate signed by a duly authorized from an officer of PMI, dated the Effective Company stating that as of the Second Amendment Closing Date, stating that: (i) the representations and warranties contained in Section 4.1 III herein and in the other Credit Documents are true, correct and complete in all respects on and as of the Effective Second Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date. (d) The Agent shall have received a certificate from an officer of the Company stating that as of the Second Amendment Closing Date, and (ii) no event has occurred and is continuing that constitutes a would constitute an Event of Default or Event of a Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) PMI The Agent shall have received a certificate from an officer of the Company demonstrating that as of the Second Amendment Closing Date, the ratio of total net debt of the Company (defined as Consolidated Total Debt less Company's Cash on hand as of the Second Amendment Closing Date) to pro forma Consolidated Adjusted EBITDA of the Company for the twelve month period ending September 30, 2001 (which for purposes of this ratio shall be $89,000,000) shall not exceed 3.75:1.00. (f) Company shall have paid all accrued fees and reasonable expenses of the Facility Agent other amounts due 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) payable on or prior to the Effective Second Amendment Closing Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or under any other Credit Document. (fg) This Agreement shall have been executed by PMI, JPMEL, as Facility The Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 other documents and information regarding Credit Parties and the date that PMI, by notice to the Lenders, designates Credit Agreement as the proposed Effective Date, specifying its objection theretoAgents or Lenders may reasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become effective on The effectiveness of this Amendment is subject to the truth and as accuracy of the first date (warranties and representations set forth in Sections 5 and 7 below and receipt by the “Effective Date”) on Administrative Agent of each of the following, each of which the following conditions precedent have been satisfiedshall be in form and substance satisfactory to Administrative Agent: (a) PMI shall have notified each Lender This Amendment, duly executed and delivered by the Borrower, Holdings, the Lenders and the Facility Agent in writing as to the proposed Effective Date.Administrative Agent; (b) On A certificate of the Effective Date, Borrower dated as of the following statements shall be true and the Facility Agent shall have received for the account of each Lender a certificate date hereof signed by a duly authorized officer Responsible Officer of PMIthe Borrower certifying that, dated the Effective Date, stating that: immediately before and after giving effect to this Amendment (i) the representations and warranties contained in Section 4.1 Article IV of the Credit Agreement and the other Loan Documents are true and correct on and as of the Effective Datedate hereof, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such earlier date; (ii) since December 31, 2016, there has been no event event, development or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (iii) no Default or Event of Default (other than such Default or Event of Default expressly waived by Section 3 above) has occurred and is continuing that constitutes a as of the date hereof and no Default or Event of Default.Default will exist after giving effect to the amendments contemplated by this Amendment; (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all A certified copy of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 adopted by the Board of Directors of PMI the Borrower authorizing and approving the transactions contemplated by this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.Amendment; (iid) Evidence that the Borrower shall have received an indirect cash equity contribution from the Parent immediately prior to the effectiveness of this Amendment in the amount of $8,000,000 and payment by the Borrower in an amount equal to $8,000,000 in immediately available funds to be applied as a prepayment to the outstanding principal amount of the Term Loans in accordance with Section 6 of this Amendment; (e) A certificate Reaffirmation of Obligations Under Loan Documents (the “Reaffirmation”) dated as 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 date hereof duly executed by each Loan Party and the other documents to be delivered hereunder. (iii) Favorable opinions of counsel (which may be in-house counsel) for PMIParent, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility Agent, substantially in the form of Exhibit G I attached hereto.; (vf) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), The 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. (e) PMI shall have paid all accrued fees and reasonable expenses of the Facility Agent other amounts due 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) payable on or prior to the Effective Date.effective date of this Amendment, including reimbursement or payment of all out-of-pocket expenses (including the fees described in Section 9(b) hereof as well as reasonable fees, charges and disbursements of counsel to the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment and the other documents and agreements executed and delivered in connection herewith) required to be reimbursed or paid by the Borrower and Holdings hereunder; (fg) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent shall notify PMI and the Initial Lenders Delivery of the date which is the Effective Date upon satisfaction of all financial statements and corresponding executed Compliance Certificate required by Sections 5.1(b) and 5.1(d) of the conditions precedent set forth Credit Agreement 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 respect of the Facility Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIFiscal Quarter ending December 31, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.2017; and

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”"EFFECTIVE DATE") on which the following conditions precedent have been satisfied: (a) PMI Kraft shall have notified each Lender and the Facility Agent JPMorgan Chase, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIKraft, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Kraft dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Kraft shall have satisfied all of its obligations under the Existing Term Facility Loan Agreement including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreement. (de) The Facility Agent JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMorgan Chase, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Kraft 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 Kraft certifying the names and true signatures of the officers of PMI Kraft 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 PMIKraft, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMorgan Chase, as Administrative 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (f) This Agreement shall have been executed by PMIKraft, JPMELJPMorgan Chase and Citibank, as Facility Agent and Swingline Agent, and Citigroup Global Markets LimitedAdministrative Agents, Credit Suisse, Cayman Islands Branch, Suisse First Boston and Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P.as Syndication Agents, X.X. Xxxxxx plc and Xxxxxx Brothers Inc.ABN AMRO Bank N.V., BNP Paribas, Dresdner Bank AG, New York and Grand Cayman Branches and HSBC Bank USA, as Mandated Lead Arrangers and BookrunnersDocumentation Agents, and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent JPMorgan Chase, as Administrative Agent, shall notify PMI Kraft 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMorgan Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIKraft, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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, or waived in accordance with Section 9.01: (a) PMI Mondelēz shall have notified each Lender and the Facility Administrative Agent in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIMondelēz, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 are correct on and as of the Effective Date, and (ii) no event has occurred and is continuing on and as of the Effective Date that constitutes a Default or Event of Default. (c) The Administrative Agent shall have received on or before the Effective Date copies of the letter from Mondelēz dated on or before such day, terminating in whole the commitments of the banks party to the Existing Revolving Credit Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Mondelēz shall have satisfied all of its obligations under the Existing Term Facility Revolving Credit Agreement, including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Revolving Credit Agreement. (de) The Facility Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Mondelēz 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 Mondelēz certifying the names and true signatures of the officers of PMI Mondelēz authorized to sign this Agreement and the other documents to be delivered hereunder. (iii) Favorable opinions of counsel (which may be in-house counselA) for PMICravath, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, special New York counsel for the Facility Agentto Mondelēz, substantially in the form of Exhibit G E-1 hereto, (B) Hunton & Xxxxxxxx LLP, special Virginia counsel to Mondelēz, substantially in the form of Exhibit E-2 hereto and (C) internal counsel for Mondelēz, substantially in the form of Exhibit E-3 hereto. (viv) A certificate of the chief financial officer or treasurer of PMI Mondelēz certifying that as of 31 December 2006 31, 2012, (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (v)Debt, payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMIMondelēz, JPMELthe Co-Administrative Agents, as Facility the Paying Agent, the Syndication Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, the Co-Documentation Agents and the Facility Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. (g) The Agents and the Lenders shall have received payment in full in cash of all fees and expenses due to them pursuant to the Fee Letter on or prior to the Effective Date. The Facility Administrative Agent shall notify PMI Mondelēz and the Initial Lenders of the date which is the Effective Date upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3.13.01. For purposes of determining compliance with the conditions specified in this this Section 3.1, 3.01 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 Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIMondelēz, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement and the obligations of each Term Lender to fund its respective Loans shall become effective on and as be subject to the satisfaction of the first date (the “Effective Date”) on which the following conditions precedent have been (the first Business Day on which such conditions precedent are so satisfied:, the “Closing Date”): (a) PMI The Agent shall have notified received duly executed counterparts of this Agreement and each of the other Loan Documents requested by the Agent from the Borrower, each other Loan Party party thereto, each Lender as of the Closing Date and the Facility Agent in writing as to the proposed Effective DateAgent. (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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Administrative Agent shall have received on or before the Effective Closing Date the following, each dated such day, in form and substance reasonably satisfactory to the Facility Agent: (i) Certified copies A certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of PMI approving this Agreementsuch Loan Party authorizing the execution, delivery and performance [[NYCORP:3664832v12::08/15/2017--08:07 PM]] of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Facilities, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of all documents evidencing incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other necessary corporate action and governmental approvals, if any, with respect to this Agreementdocument delivered in connection herewith on behalf of such Loan Party. (ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or an Assistant Secretary of PMI certifying executing the names and true signatures of the officers of PMI authorized certificate pursuant to sign this Agreement and the other documents to be delivered hereunderclause (i) above. (iii) Favorable opinions Certified copies of counsel the certificate or articles of incorporation (which may be in-house counselor comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Closing Date, certified as of a recent date by the Secretary of State (or comparable entity) for PMIof the jurisdiction of its organization, substantially in and a certificate as to the form good standing (where such concept is applicable) of Exhibits E-1 and E-2 heretoeach Loan Party as of a recent date, from such Secretary of State (or comparable authority). (iv) A favorable opinion of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Facility Borrower and the other Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent, substantially each Collateral Agent and each Lender in form and substance reasonably satisfactory to the form of Exhibit G heretoAgent and covering such other matters relating to the Loan Documents and the Transactions as the Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion. (v) A certificate Any Notes, to the extent requested at least three Business Days prior to the Closing Date by any Lender pursuant to Section 2.16. (c) The Administrative Agent shall have received a Notice of the chief financial officer or treasurer of PMI certifying that Borrowing as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale required under Section 2.02 and leaseback and structured finance transactions conducted in the ordinary course form attached hereto as Exhibit B. (d) The Administrative Agent shall have received a solvency certificate from a Financial Officer of business each of PMCC Europe GmbH that is without recourse to Holdings and the general credit or assets of PMI Borrower in the form attached hereto as Exhibit F-1 and its Major Subsidiaries)Exhibit F-2, 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 $200,000,000respectively. (e) PMI The Spinco Internal Reorganization and the Spinco Transfer shall have paid been consummated in all accrued fees and reasonable expenses material respects or shall be consummated in all material respects substantially contemporaneously with the initial funding of the Facility Agent and the Lenders with respect to this Agreement for which the Facility Agent shall have made reasonable demand Facilities in all material respects in accordance with Section 9.4(athe Spinco Separation Agreement and the Acquisition Agreement, and the Spinco Distribution and the Spinco Acquisition (and the Spinco Merger) on or prior to the Effective Date. (f) This Agreement shall have been executed by PMIconsummated, JPMELor shall be consummated on the Closing Date, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, in all material respects in accordance with the Spinco Separation Agreement and the Facility Agent shall have been notified Acquisition Agreement (in each case without (A) any waiver of a closing condition by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent shall notify PMI and the Initial Lenders Spinco or any of its Affiliates, (B) any waiver of any kind (other than a waiver of the date which is type described in the Effective Date upon satisfaction of all foregoing clause (A)) by any Person or (C) any amendment, modification or supplement thereof by any Person or any consent or election thereunder by any Person (any one of the conditions precedent set forth foregoing, a “Modification”) that, in this Section 3.1. For purposes any such case, is material and adverse to the Arrangers or the Lenders (in each case, in their capacities as such) without the prior written consent of determining compliance with the conditions specified Arrangers) (it being understood and agreed that any Modification that results in this Section 3.1, each Lender (y) any increase in the amount of the Leidos Special Dividend from $1,029,210,261 shall be deemed to have consented to, approved be materially adverse to the Lenders and the Arrangers or accepted or (z) an increase in the amount of the Spinco Special Cash Payment of [[NYCORP:3664832v12::08/15/2017--08:07 PM]] greater than 10% from $1,800,000,000 shall be deemed to be satisfied with each document or materially adverse to the Lenders and the Arrangers). The Acquisition Agreement, the Spinco Separation Agreement and all other matter required thereunder to related documentation shall be consented to or approved by or acceptable or in form and substance reasonably satisfactory to the Lenders unless an officer of Arrangers; provided that (x) the Facility Acquisition Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers and (y) the Spinco Separation Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers. The Acquisition Agreement Representations shall be true and correct and the Specified Representations shall be true and correct in all material respects (or in all respects if separately qualified by materiality or Material Adverse Effect). The Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to a certificate, dated the date that PMI, by notice to the Lenders, designates as the proposed Effective Closing Date, specifying its objection theretofrom a Financial Officer of each of Holdings and the Borrower certifying compliance with this Section 3.01(e).

Conditions Precedent to Effectiveness. This Agreement and the obligations of the Lenders to make Loans shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied, or waived in accordance with Section 9.01: (a) PMI The Administrative Agent shall have notified received on the Effective Date from each Lender and the Facility Agent in writing as party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the proposed Effective DateAdministrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) On the Effective Date, the following statements shall be true and the Facility Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIthe Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 are correct on and as of the Effective Date, and (ii) no event has occurred and is continuing on and as of the Effective Date that constitutes a Default or Event of Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees[reserved.]. (d) [reserved.]. (e) The Facility Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility Administrative Agent: (i) Certified copies of (x) the resolutions of the Board of Directors of PMI Mondelēz International and (y) (1) a copy of the constitutional documents of the Borrower and (2) a copy of a resolution of the board of directors of the Borrower approving the terms of, and the transactions contemplated by, this Agreement, in each case approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (ii) (1) A certificate of the Secretary or an Assistant Secretary of PMI Mondelēz International certifying the names and true signatures of the officers of PMI Mondelēz International authorized to sign this Agreement and the other documents to be delivered hereunderhereunder and (2) a certificate of the managing director of the Borrower (x) attaching a specimen of the signature of each person authorised to sign this Agreement and the other documents to be delivered hereunder on behalf of the Borrower and (y) certifying that each copy document relating to it specified in this Section 3.01 is correct, complete and in full force and affect and has not been amended or superseded as at the date of this Agreement. (iii) Favorable opinions Opinions with respect to this Agreement and the transactions contemplated hereby of (A) Xxxxxx, Xxxx & Xxxxxxxx LLP, special New York counsel to Mondelēz International and the Borrower, (which may be in-house counselB) Hunton Xxxxxxx Xxxxx LLP, special Virginia counsel to Mondelēz International, (C) internal counsel for PMIMondelēz International and (D) Loyens & Loeff N.V., substantially special Netherlands counsel to the Borrower, in each case dated the form of Exhibits E-1 Effective Date, addressed to the Administrative Agent and E-2 heretothe Lenders and reasonably satisfactory to the Administrative Agent. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx 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 Mondelēz International certifying that as of 31 December 2006 31, 2018, (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (v)Debt, payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a5.02(a), does not exceed $200,000,000. (ef) PMI The Agents and the Lenders shall have paid received payment in full in cash of all accrued fees and expenses due to them pursuant to the Administrative Agent Fee Letter and the Fee Letter (including the reasonable expenses fees and out-of-pocket disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and NautaDutilh New York P.C. as counsel to the Facility Administrative Agent). (g) [reserved]. (h) The Administrative Agent and the Lenders with respect to this Agreement for which the Facility Agent shall have made reasonable demand received from the Borrower and Mondelēz International, in accordance with Section 9.4(aform and substance satisfactory to the Administrative Agent or such Lenders, as applicable, (i) on or all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations that has been reasonably requested by the Administrative Agent and the Lenders and (ii) a Beneficial Ownership Certification to the extent reasonably requested by any Lender through the Administrative Agent not later than two Business Days prior to the Effective Date. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Administrative Agent shall notify PMI Borrower and the Initial Lenders of the date which is the Effective Date upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIthe Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement 2.1 The effectiveness of the amendments set forth at Section 1 hereof are subject to the satisfaction, or waiver, of the following conditions on or before the date hereof: A. The Borrower and the Required Lenders and shall become effective have indicated their consent to this Amendment by the execution and delivery of the applicable signature pages to the Administrative Agent. B. As of the Second Amendment Effective Date, after giving effect to this Amendment, the representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of the first date (Second Amendment Effective Date to the “Effective Date”) same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which the following conditions precedent case such representations and warranties shall have been satisfied: (a) PMI shall have notified each Lender true, correct and the Facility Agent complete in writing all material respects on and as to the proposed Effective Dateof such earlier date. (b) On C. As of the Second Amendment Effective Date, the following statements after giving effect to this Amendment, no event shall have occurred and be true and the Facility continuing that would constitute an Event of Default or a Default. D. The Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Financial Officer of PMI, the Borrower and dated the Second Amendment Effective Date certifying that, (y) to the best knowledge of the Borrower, it is in compliance with Sections 6.10, 6.12, 6.13, 6.14 and 6.15 of the Credit Agreement and that at no time has it been in default of any such Section based upon the financial information available to said Financial Officer on the Second Amendment Effective Date and (z) no event shall have occurred and be continuing that would constitute an Event of Default or a Default (other than as contemplated by the foregoing clause (y) with respect to Sections 6.10, 6.12, 6.13, 6.14 and 6.15 of the Credit Agreement). E. As of the Second Amendment 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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) PMI Borrower shall have paid all accrued fees and reasonable other amounts due and payable, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses of required to be reimbursed or paid by the Facility Agent and the Lenders with respect to this Agreement for which the Facility Borrower under any Loan Document. F. Administrative Agent shall have made reasonable demand in accordance with Section 9.4(a) received, for distribution to all Lenders executing this Amendment by 12:00 noon Eastern time on or Friday, May 30, 2003 an amendment fee equal to 0.10% of such Lenders' outstanding Loans and Commitments immediately prior to the Second Amendment Effective Date. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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.

Conditions Precedent to Effectiveness. This Agreement 4.1 The effectiveness of the amendments set forth at Section 1 hereof is subject to the satisfaction, or waiver, of the following conditions on the date hereof: (a) The Company, the Guarantors, the Requisite Lenders, the Administrative Agent and the Collateral Monitoring Agent shall become effective have indicated their consent by the execution and delivery of the signature pages to the Administrative Agent. (b) As of the Second Amendment Effective Date (and after giving effect to this Second Amendment), the representations and warranties contained herein and in the other Credit Documents shall be true, correct and complete in all material respects on and as of the first date Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date. (c) As of the “Second Amendment Effective Date”) on which the following conditions precedent , after giving effect to this Second Amendment, no event shall have been satisfied:occurred and be continuing that would constitute an Event of Default or a Default. (ad) PMI Administrative Agent shall have notified each Lender and received, for distribution to all Lenders executing this Amendment on or prior to 5:00 p.m. Eastern time on April 14, 2003, whether or not the Facility Agent in writing as Second Amendment Effective Date shall have occurred prior to such date, an amendment fee equal to 0.50% of such Lenders' outstanding Commitments immediately prior to the proposed Second Amendment Effective Date. (be) On the Effective Date, the following statements shall be true and the Facility Agent The Company shall have received for reimbursed or paid to the account of each Lender a certificate signed by a duly authorized officer of PMICollateral Monitoring Agent and its outside counsel, dated the Effective DateXxxxxxxxxx Xxxxxxxx LLP, stating that: all reasonable and documented costs, fees, and expenses (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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, legal fees and expenses) incurred by the payment of all loans, accrued interest Collateral Monitoring Agent and fees. (d) 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 its outside 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasingthe preparation, sale review and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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) negotiation 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. (e) PMI shall have paid all accrued fees Second Amendment 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. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 hereby, and invoiced to the date that PMI, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection theretoCompany.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as A. The effectiveness of the first date (amendments set forth in Section I hereof are subject to the “Effective Date”) on which satisfaction, or waiver by Requisite Lenders, of the following conditions precedent have been satisfied:on or before the date hereof (the "SECOND AMENDMENT CLOSING DATE"): (aA) PMI Company, Parent, other Credit Parties and Requisite Lenders shall have notified each Lender indicated their consent by the execution and delivery of the Facility Agent in writing as signature pages hereof to the proposed Effective DateAdministrative Agent. (bB) On the Effective Date, the following statements shall be true and the Facility Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized from an officer of PMI, dated Company and Parent stating that as of the Effective Second Amendment Closing Date, stating that: (i) the representations and warranties contained in Section 4.1 IV herein and in the other Credit Documents are true, correct and complete in all respects on and as of the Effective Second Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date. (C) Administrative Agent shall have received a certificate from an officer of Company and Parent stating that as of the Second Amendment Closing Date, and (ii) no event has occurred and is continuing that constitutes a would constitute an Event of Default or Event of a Default. (cD) Prior Administrative Agent shall have received, for distribution to all Lenders executing this Amendment, an amendment fee equal to 0.125% of such Lender's Term Loans and Revolving Credit Commitment (after giving effect to the reduction of the Revolving Credit Commitments as set forth herein) as of the date hereof. (E) Company shall have paid all fees and other amounts due and payable on or simultaneously with prior to the Effective Second Amendment Closing Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitationto the extent invoiced, the reimbursement or other payment of all loans, accrued interest and feesout-of-pocket expenses required to be reimbursed or paid by the Company hereunder or under any other Credit Document. (dF) The Facility Administrative Agent shall have received on received, for each Lender, originally executed copies of one or before the Effective Date the followingmore favorable written opinions of (i) Wachtell Lipton Rosen & Katz, special counsel for Company, Parent and each Subsidiarx Xxxranxxx, (ii) Michael Massey, Esq., in-house counsel for Company, Parent and each Xxxxxxxxxx Xxxrantor and (iii) Kummer, Kempf, Bonner & Renshaw, special Nevada counsel for Company, each dated such daythe Xxxxxd Axxxxxxxt Closing Date, in form and substance reasonably satisfactory to the Facility Administrative Agent and Syndication 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. (iiG) A certificate Administrative Agent and Lenders shall have received such other documents and information regarding Credit Parties and the Credit Agreement as Administrative Agent or Lenders may reasonably request. B. The effectiveness of the Secretary amendments set forth in Section II hereof are subject to the satisfaction, or an Assistant Secretary of PMI certifying the names and true signatures waiver by Requisite Lenders, of the officers following conditions (the "CONTINGENT TERM LOAN PAYDOWN AMENDMENT CLOSING DATE"): (A) The conditions to effectiveness of PMI authorized to sign this Agreement and the other documents to be delivered hereunderamendments set forth in Section I hereof shall have been satisfied or waived by the Requisite Lenders on or before the Contingent Term Loan Paydown Amendment Closing Date. (iiiB) Favorable opinions The entire outstanding principal amount of counsel (which may be in-house counsel) for PMIthe Term Loans, substantially and all amounts owed under the Credit Agreement with respect thereto, shall have been repaid in the form of Exhibits E-1 and E-2 heretofull. (ivC) A favorable opinion Administrative Agent shall have received a certificate from an officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPCompany and Parent stating that as of the Contingent Term Loan Paydown Amendment Closing Date, counsel for the Facility Agent, substantially representations and warranties contained in Section IV herein and in the form other Credit Documents are true, correct and complete in all respects on and as of Exhibit G heretothe Contingent Term Loan Paydown Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date. (vD) A Administrative Agent shall have received a certificate from an officer of the chief financial officer or treasurer of PMI certifying Company and Parent stating that as of 31 December 2006 (A) the aggregate amount Contingent Term Loan Paydown Amendment Closing Date, no event has occurred and is continuing that would constitute an Event of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit Default or assets of PMI and its Major Subsidiaries), 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 $200,000,000a Default. (eE) PMI Company shall have paid all accrued fees and reasonable expenses of the Facility Agent other amounts due 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) payable on or prior to the Effective Contingent Term Loan Paydown Amendment Closing Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by Company hereunder or under any other Credit Document. (fF) This Agreement shall have been executed by PMI, JPMEL, as Facility Administrative Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 other documents and information regarding Credit Parties and the date that PMI, by notice to the Lenders, designates Credit Agreement as the proposed Effective Date, specifying its objection theretoAdministrative Agent or Lenders may reasonably request.

Conditions Precedent to Effectiveness. This Agreement The effectiveness of this Amendment shall become effective be subject to the satisfaction (or waiver by the Lenders and the Issuing Lenders party hereto) of only the following conditions precedent (the first date on which such conditions precedent are so satisfied or waived, the “Seventh Amendment Effective Date”): (i) the Borrower, the Existing Administrative Agent, the Successor Administrative Agent, each Issuing Lender and each Lender with a Commitment on the Seventh Amendment Effective Date (after giving effect thereto) shall have signed a counterpart hereof and shall have delivered the same to the Existing Administrative Agent and the Successor Administrative Agent; (ii) the Successor Administrative Agent shall have received a favorable customary legal opinion of Xxxxx Day, counsel to the Borrower, addressed to the Successor Administrative Agent and each of the Lenders party to this Amendment on the Seventh Amendment Effective Date and dated the Seventh Amendment Effective Date, covering such matters incidental to this Amendment and the transactions contemplated hereby as the Successor Administrative Agent may reasonably request; (iii) the Successor Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of this Amendment and the Amended Credit Agreement, certified as of the Seventh Amendment Effective Date by an Authorized Representative of the Borrower as being in full force and effect without modification or amendment and (B) a certificate of existence for the Borrower as of a recent date from the jurisdiction in which the Borrower is organized; (iv) the Successor Administrative Agent shall have received a certificate of an Authorized Representative of the Borrower certifying (in such Person’s capacity as such but not in any individual capacity) (A) all of the representations and warranties made pursuant to Section 5 hereof are true and correct in all material respects on the Seventh Amendment Effective Date, both immediately before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the first Seventh Amendment Effective Date (it being understood and agreed that (x) any representation or warranty that by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (the “Effective Date”y) on which the following conditions precedent have been satisfied: (a) PMI shall have notified each Lender and the Facility Agent in writing any representation or warranty that is qualified as to the proposed Effective Date. (b) On the Effective Date, the following statements “materiality,” “Material Adverse Effect” or similar language shall be true and the Facility Agent correct in all respects on such specified date), (B) since January 2, 2021, nothing shall have received occurred that has had, or could reasonably be expected to have, a Material Adverse Effect and (C) both immediately before and immediately after giving effect to the transactions contemplated hereunder and the incurrence and application of the Revolving Loans on the Seventh Amendment Effective Date and the effectiveness of this Amendment, there shall exist no Default or Event of Default (with each of such terms being defined in a manner consistent with the manner in which they are defined in the Amended Credit Agreement) under the Amended Credit Agreement; (v) the Borrower shall have paid all reasonable and documented out-of-pocket costs, fees, expenses of the Existing Administrative Agent, Successor Administrative Agent, Deutsche Bank Securities Inc. (“DBSI”) and Xxxxx Fargo Securities, LLC (“WF Securities”, and together with DBSI, the “Lead Arrangers”) required to be paid or reimbursed pursuant to Section 13.01 of the Amended Credit Agreement, including the reasonable and documented fees, charges and disbursements of counsel for the Existing Administrative Agent, Successor Administrative Agent and the Lead Arrangers (provided that the cost of external counsels for the Existing Administrative Agent, Successor Administrative Agent and the Lead Arrangers, as a whole, will not be unreasonably or materially higher than if a single counsel for the Existing Administrative Agent, Successor Administrative Agent and the Lead Arrangers had been used), and other amounts due and owing on the Seventh Amendment Effective Date pursuant to the Fee Letter, dated July 6, 2021, among the Borrower, the Lead Arrangers and the other parties thereto, and any other fee letters entered into between the Borrower and any Lead Arranger prior to the Seventh Amendment Effective Date, in each case, invoiced at least two Business Days prior to the date hereof; (vi) the Borrower shall have paid (or cause to have been paid) on the Seventh Amendment Effective Date to the Successor Administrative Agent for the account of each Lender party hereto, a certificate signed by a duly authorized officer of PMI, dated one-time amendment fee (the Effective Date, stating that: (i“Amendment Fee”) 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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 anyan amount, with respect to this each Lender, equal to seven basis points (0.07%) on existing Loans and Commitments under the Existing Credit Agreement that are converted into new Loans and/or Commitments under the Amended Credit Agreement and nine basis points (0.09%) on new or additional Loans and Commitments provided under the Amended Credit Agreement., in Dollars; (iivii) A the Lead Arrangers shall have received a solvency 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse H to the general credit or assets of PMI and its Major Subsidiaries)Existing Credit Agreement, payment of which is secured by any Lien referred addressed 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. (e) PMI shall have paid all accrued fees and reasonable expenses of the Facility Successor Administrative Agent and the Lenders and dated the Seventh Amendment Effective Date, setting forth the conclusions that, immediately after giving effect to the transactions contemplated in this Amendment and the incurrence of the financings contemplated hereby, each of the Borrower and the Borrower and its Subsidiaries, taken as a whole, is or are not insolvent and will not be rendered insolvent, and will not be left with respect unreasonably small capital with which to this Agreement for which engage in its or their businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature; (viii) the Facility Successor Administrative Agent shall have made reasonable demand received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations in accordance with Section 9.4(arespect of the Borrower, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested by the Lead Arrangers of the Borrower at least five (5) on or prior to business days in advance of the Seventh Amendment Effective Date.; and (fix) This Agreement the Lead Arrangers shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent shall notify PMI and the Initial Lenders received unaudited consolidated financial statements of the date which is Borrower and its Subsidiaries for the Effective Date upon satisfaction of all fiscal quarter ended on April 24, 2021; provided that the filing of the conditions precedent set forth in this Section 3.1. For purposes of determining compliance with financial statements on Form 10-Q by the conditions specified in this Section 3.1Borrower on May 21, each Lender shall be 2021 is 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 condition in 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 theretoclause (ix).

Conditions Precedent to Effectiveness. This Agreement As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the first date (the “applicable Extension Effective Date”) , an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on which the following conditions precedent have been satisfied:such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (aiv) PMI The Administrative Agent shall have notified each Lender and received a certificate of the Facility Agent in writing Borrower dated as to of the proposed applicable Extension Effective Date. , signed by a Responsible Officer of the Borrower (bi) On (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the following statements shall be true resolutions delivered to the Administrative Agent and the Facility Agent shall have received Lenders on the Closing Date include approval for an extension of the account of each Lender Revolving Credit Maturity Date for a certificate signed by a duly authorized officer of PMI, dated period that is not less than an additional six (6) months from the Effective Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, stating that: as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (iii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 4.1 are correct 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, andexcept (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (iiv) no event has occurred and is continuing that constitutes a Default or Event upon the reasonable request of Default. (c) Prior any Lender made at least twenty-five days prior to or simultaneously with the applicable Extension Effective Date, PMI the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied all of its obligations under with, the Existing Term Facility documentation and other information so requested in connection with applicable “know your customer” and anti- money-laundering rules and regulations, including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayU.S. Patriot Act, 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 each case at least fifteen days prior to the applicable Extension Effective Date.; and (fvi) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 at least fifteen days prior to the date that PMI, by notice to the Lenders, designates as the proposed applicable Extension Effective Date, specifying its objection theretoif the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. This Agreement The amendments set forth in Section I hereof shall become be effective on and as of the first date hereof (the “Effective Date”"FIRST AMENDMENT EFFECTIVE DATE") upon the satisfaction or waiver by the Requisite Lenders, on which or after the date hereof, of the following conditions precedent have been satisfiedconditions: (ai) PMI The Administrative Agent shall have notified each Lender received, for distribution to all Lenders executing this Amendment by no later than January 10, 2005, an amendment fee equal to 0.05% of such Lenders' outstanding Loans and Commitments on the Facility Agent in writing as to the proposed First Amendment Effective Date. (bii) On the Effective DateThe Company, the following statements shall be true Borrowers, the other Credit Parties and the Facility Requisite Lenders shall have indicated their consent by the execution and delivery of the signature pages hereof to the Administrative Agent. (iii) The Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer from the Company, certifying that as of PMI, dated the First Amendment Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 III herein and in the other Credit Documents are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of the First Amendment Effective Date, and (ii) no event has occurred except to the extent such representations and is continuing that constitutes a Default or Event of Default. (c) Prior warranties specifically relate to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayan earlier date, in form which case such representations and substance satisfactory to the Facility Agent: (i) Certified copies warranties are true and correct in all material respects on and as 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 heretosuch earlier date. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for The Administrative Agent shall have received a fully executed Counterpart Agreement from Holdings indicating that Holdings has become a Guarantor and Credit Party under the Facility Agent, substantially in Credit Agreement and a Grantor under the form of Exhibit G heretoPledge and Security Agreement. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 The Administrative Agent shall have received (Ax) the aggregate amount of Debt (excluding all Debt incurred pledged stock in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a), does not exceed $400,000,000, AR Holdings and (By) 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 $200,000,000UCC-1 financing statements filed against Holdings. (evi) 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 The Administrative Agent shall have made reasonable demand in accordance with Section 9.4(a) received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder or any other Credit Document. (fvii) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and the Facility The Administrative Agent shall have been notified by each Initial Lender received a certificate from the Company, certifying that such Initial Lender has executed this Agreement. The Facility Agent shall notify PMI and the Initial Lenders as of the date which is the First Amendment 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 (after giving effect to the amendments contained herein), no event shall have occurred and be continuing that would constitute an Event of Default or a Default. (viii) The Administrative Agent and Lenders unless an officer of the Facility Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender other documents and information regarding Credit Parties and the Credit Agreement as the Administrative Agent or Lenders may have reasonably requested prior to the date that PMI, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection theretohereof.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as 2.1 The effectiveness of the first date (amendments set forth at Section 1 hereof are subject to the “Effective Date”) on which satisfaction, or waiver, of the following conditions precedent have been satisfiedon or before the date hereof: (a) PMI A. The Company and the Requisite Lenders shall have notified each Lender indicated their consent by the execution and delivery of the Facility Agent in writing as signature pages to the proposed Effective DateAgent. B. The Company shall have paid at least $14,140,000 to the Administrative Agent for distribution to the Term Loan Lenders which consists of (bi) On a voluntary prepayment of Term Loans equal to $14,000,000, plus (ii) the prepayment premium of 1.0% pursuant to Section 2.13(d) of the Credit Agreement. C. Administrative Agent shall have received, for distribution to all Term Loan Lenders executing this Amendment on or prior to 5:00 p.m. (New York City time) on February 28, 2003, an amendment fee equal to 0.125% of such Lenders' outstanding Term Loans immediately prior to the First Amendment Effective Date, Date and after taking into effect the following statements shall be true and the Facility principal payment contemplated by Section 2.1B above. D. The Administrative Agent shall have received a favorable written opinion of Fried Xxxxx Xxxxxx Xxxxxxx & Xxxxxxxx, counsel 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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayCredit Parties, in form and substance satisfactory to the Facility Administrative 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) PMI E. Company shall have paid all accrued fees and reasonable expenses of the Facility Agent other amounts due 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) payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or under any other Credit Document. (f) This Agreement F. As of the First Amendment Effective Date, after giving effect to this Amendment, the representations and warranties contained herein and in the other Credit Documents shall be true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been executed by PMItrue, JPMEL, correct and complete in all material respects on and as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and the Facility Agent shall have been notified by each Initial Lender that of such Initial Lender has executed this Agreementearlier date. The Facility Agent shall notify PMI and the Initial Lenders FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT 10 G. As 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 First Amendment Effective Date, specifying its objection theretono event shall have occurred and be continuing that would constitute an Event of Default or a Default.

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, or waived in accordance with Section 9.01: (a) PMI Kraft Foods shall have notified each Lender and the Facility Administrative Agent in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIKraft Foods, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 are correct on and as of the Effective Date, and (ii) no event has occurred and is continuing on and as of the Effective Date that constitutes a Default or Event of Default. (c) The Administrative Agent shall have received on or before the Effective Date copies of the letter from Kraft Foods dated on or before such day, terminating in whole the commitments of the banks party to the Existing Revolving Credit Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Kraft Foods shall have satisfied all of its obligations under the Existing Term Facility Revolving Credit Agreement, including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Revolving Credit Agreement. (de) The Facility Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Kraft Foods 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 Kraft Foods certifying the names and true signatures of the officers of PMI Kraft Foods authorized to sign this Agreement and the other documents to be delivered hereunder. (iii) Favorable opinions of counsel (which may be in-house counselA) for PMICravath, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, special New York counsel for the Facility Agentto Kraft Foods, substantially in the form of Exhibit G E-1 hereto, (B) Hunton & Xxxxxxxx LLP, special Virginia counsel to Kraft Foods, substantially in the form of Exhibit E-2 hereto and (C) internal counsel for Kraft Foods, substantially in the form of Exhibit E-3 hereto. (viv) A certificate of the chief financial officer or treasurer of PMI Kraft Foods certifying that as of 31 December 2006 31, 2008, (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (v)Debt, payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMIKraft Foods, JPMELthe Co-Administrative Agents, as Facility Paying Agent, Syndication Agent, Co-Documentation Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and the Facility Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Administrative Agent shall notify PMI Kraft Foods and the Initial Lenders of the date which is the Effective Date upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIKraft Foods, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement The effectiveness of this Amendment shall become effective on and as of the first date (the “Effective Date”) on which be subject to the following conditions precedent have been satisfiedprecedent: (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 1.1 Purchaser Agent shall have received for this Amendment, duly executed by Issuer, the account other Obligors, Purchaser Agent and the Required Purchasers as required by Section 13.6 of each Lender a certificate signed by a duly authorized officer of PMI, dated the Effective Date, stating that:Note Purchase Agreement; 1.2 Purchaser Agent shall have received the consents with respect to (i) the Exclusive Patent and Non-Exclusive Know-How License Agreement, dated as of December 7, 2016, between Cambridge Enterprises Limited and Apcintex, (ii) the License Agreement, dated February 4, 2015, between Cambridge Enterprises Limited and Z Factor Limited and (iii) the Patent and Know How License Agreement, dated October 30, 2015, between Cambridge Enterprises Limited and Morphogen-IX Limited, each in the form provided by Purchaser Agent. 1.3 All written certificates and written statements heretofore furnished to Purchaser Agent or any Purchaser by or on behalf of any Obligor for purposes of or in connection with this Amendment or any transaction contemplated hereby do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being recognized that the projections and forecasts provided by Issuer in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). 1.4 Each of the representations and warranties contained in Section 4.1 are correct on Article V of the Note Purchase Agreement shall be true, accurate and complete in all material respects as of the Effective Datedate hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and 1.5 No Event of Default or Default under any of the Note Documents (iiother than the Specified Events of Default) no event has shall have occurred and is continuing that constitutes a Default or Event of Default. (c) Prior to or simultaneously with the Effective Datebe continuing, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 Dateeffective date of this Amendment. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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.

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 satisfiedsatisfied or waived: (a) PMI Except as disclosed in filings made by the Company with the SEC, press releases and other public disclosures prior to the date hereof, there shall have notified each Lender occurred no Material Adverse Change since December 31, 2017. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) All material governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained. (d) The Company shall have paid all accrued and invoiced fees and expenses of the Agent and the Facility Agent in writing as Lenders (including the accrued and invoiced fees and expenses of counsel to the proposed Agent) to the extent invoiced prior to the Effective Date. (be) 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 PMIthe Company, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.1 4.01 are correct on and as of the Effective Date, and (ii) no No event has occurred and is continuing that constitutes a Default or Event of Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (df) The Facility Agent shall have received on or before the Effective Date the following, each dated such daythe Effective Date, in form and substance reasonably satisfactory to the Facility Agent: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 prior to the Effective Date. (ii) Certified copies of the resolutions of the Board of Directors of PMI the Company approving this AgreementAgreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and the Notes. (iiiii) A certificate of the Secretary or an Assistant Secretary of PMI the Company certifying the names and true signatures of the officers of PMI the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iiiiv) Favorable opinions A customary opinion of counsel of the Company (which may be in-house counsel) for PMI, substantially in the form of Exhibits E-1 and E-2 hereto. (ivg) A favorable opinion The Company shall have terminated the commitments, and paid in full all accrued and unpaid amounts, under the Company’s Amended and Restated Credit Agreement dated as of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPSeptember 30, counsel for 2014 (the Facility Agent, substantially in the form of Exhibit G hereto. (v) A certificate “Existing Credit Agreement”). Each of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH Lenders that is without recourse a party to the general credit or assets Existing Credit Agreement hereby waives the requirement of PMI and its Major Subsidiaries), payment prior notice 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. (e) PMI shall have paid all accrued fees and reasonable expenses termination 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 Datecommitments under such Existing Credit Agreement. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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.

Conditions Precedent to Effectiveness. This Agreement As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the first date (the “applicable Extension Effective Date”) , an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on which the following conditions precedent have been satisfied:such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (aiv) PMI The Administrative Agent shall have notified each Lender and received a certificate of the Facility Agent in writing Borrower dated as to of the proposed applicable Extension Effective Date. , signed by a Responsible Officer of the Borrower (bi) On (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the following statements shall be true resolutions delivered to the Administrative Agent and the Facility Agent shall have received Lenders on the Closing Date include approval for an extension of the account of each Lender Revolving Credit Maturity Date for a certificate signed by a duly authorized officer of PMI, dated period that is not less than an additional six (6) months from the Effective Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, stating that: as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (iii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 4.1 are correct 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, andexcept (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (iiv) no event has occurred and is continuing that constitutes a Default or Event upon the reasonable request of Default. (c) Prior any Lender made at least twenty-five days prior to or simultaneously with the applicable Extension Effective Date, PMI the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied all of its obligations under with, the Existing Term Facility documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayU.S. Patriot Act, 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 each case at least fifteen days prior to the applicable Extension Effective Date.; and (fvi) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 at least fifteen days prior to the date that PMI, by notice to the Lenders, designates as the proposed applicable Extension Effective Date, specifying its objection theretoif the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become not be effective on and as until each of the first date (the “Effective Date”) on which the following conditions precedent has been fulfilled to the satisfaction of the Administrative Agent: a. This Amendment shall have been satisfied: (a) PMI shall have notified each Lender duly executed and delivered by 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 respective parties hereto. The Administrative Agent shall have received for a fully executed copy hereof. b. The Intercompany Subordination Agreement shall have been duly executed and delivered by the account respective parties thereto. The Administrative Agent shall have received a fully executed copy hereof. c. The First Amendment to Patent Security Agreement shall have been duly executed and delivered by the respective parties thereto. The Administrative Agent shall have received a fully executed copy hereof. d. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, evidence of each Lender a certificate signed by a duly authorized officer payment in full of PMIthe EXIM Loans and termination of the EXIM Loan Documents (as such terms are defined in the Credit Agreement as in effect immediately prior to the date hereof). e. The Administrative Agent shall have received, dated in form and substance reasonably satisfactory to the Effective DateAdministrative Agent, stating that:evidence of payment in full of the WCAS/Holdings Debt and termination of the WCAS Debt Documents (as such terms are defined in the Credit Agreement as in effect immediately prior to the date hereof). f. All necessary consents and approvals to this Amendment shall have been obtained. g. Prior to and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. h. Prior to and immediately after giving effect to this Amendment, (i) each of the representations and warranties of the Loan Parties contained in Section 4.1 the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Loan Documents or this Amendment (or the EXIM Amendment), are true and correct on and as of the Effective Dateeffective date of this Amendment (except to the extent that such representations and warranties specifically refer to an earlier date, and in which case they are true and correct as of such earlier date), and (ii) no event has occurred and is continuing that constitutes a Default or Event of DefaultDefault exists on the date hereof. (c) Prior to or simultaneously with i. The Lenders and the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Administrative Agent shall have received on or before payment from the Effective Date Borrower of all costs and expenses required to be paid pursuant to Section 3 of this Amendment. j. The Administrative Agent shall have received, for the followingratable benefit of the Lenders, each dated such dayan amendment fee in the amount of $40,000, in form and substance satisfactory to the Facility Agent: which amendment fee shall (i) Certified copies of the resolutions of the Board of Directors of PMI approving this Agreementnot be subject to refund or rebate in any circumstances, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (ii) A certificate of be due and payable in immediately available funds on the Secretary or an Assistant Secretary of PMI certifying the names date hereof, 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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) fully earned on or prior to the Effective Date. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 theretohereof.

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 Altria shall have notified each Lender and the Facility Agent JPMCB, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMCB, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMCB, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Altria dated on or before such day, terminating in whole the commitments of the banks party to the Existing Facilities. (d) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under the Existing Term Facility Facilities including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Facilities. (de) The Facility Agent JPMCB, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMCB, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 F-1 and E-2 F-2 hereto. (iv) An executed Guarantee. (v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantee. (vi) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith. (vii) Favorable opinion of counsel (which may be in-house counsel) for Guarantor, substantially in the form of Exhibit F-3 hereto. (viii) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMCB, as Administrative Agent, substantially in the form of Exhibit G H hereto. (vix) A certificate of the chief financial officer or treasurer of PMI Altria certifying that as of 31 December 2006 31, 2010 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (vix), payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMI, JPMELAltria and JPMCB and Citibank, as Facility Agent Administrative Agents, and Swingline JPMCB, as Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent JPMCB, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMCB, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as A. The effectiveness of the first date (amendments set forth in Section I hereof are subject to the “Effective Date”) on which satisfaction, or waiver by Requisite Lenders, of the following conditions precedent have been satisfied:on or before the date hereof (the "SECOND AMENDMENT CLOSING DATE"): (aA) PMI Company, Parent, other Credit Parties and Requisite Lenders shall have notified each Lender indicated their consent by the execution and delivery of the Facility Agent in writing as signature pages hereof to the proposed Effective DateAdministrative Agent. (bB) On the Effective Date, the following statements shall be true and the Facility Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized from an officer of PMI, dated Company and Parent stating that as of the Effective Second Amendment Closing Date, stating that: (i) the representations and warranties contained in Section 4.1 IV herein and in the other Credit Documents are true, correct and complete in all respects on and as of the Effective Second Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date. (C) Administrative Agent shall have received a certificate from an officer of Company and Parent stating that as of the Second Amendment Closing Date, and (ii) no event has occurred and is continuing that constitutes a would constitute an Event of Default or Event of a Default. (cD) Prior Administrative Agent shall have received, for distribution to all Lenders executing this Amendment, an amendment fee equal to 0.125% of such Lender's Term Loans and Revolving Credit Commitment (after giving effect to the reduction of the Revolving Credit Commitments as set forth herein) as of the date hereof. (E) Company shall have paid all fees and other amounts due and payable on or simultaneously with prior to the Effective Second Amendment Closing Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitationto the extent invoiced, the reimbursement or other payment of all loans, accrued interest and feesout-of-pocket expenses required to be reimbursed or paid by the Company hereunder or under any other Credit Document. (dF) The Facility Administrative Agent shall have received on received, for each Lender, originally executed copies of one or before the Effective Date the followingmore favorable written opinions of (i) Wachtell Lipton Rosen & Katz, special counsel for Company, Parent and each Subsidiarx Xxxranxxx, (ii) Michael Massey, Esq., in-house counsel for Company, Parent and each Xxxxxxxxxx Xxxrantor and (iii) Kummer, Kempf, Bonner & Renshaw, special Nevada counsel for Company, each dated such daythe Xxxxxd Axxxxxxxt Closing Date, in form and substance reasonably satisfactory to the Facility Administrative Agent and Syndication 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. (iiG) A certificate Administrative Agent and Lenders shall have received such other documents and information regarding Credit Parties and the Credit Agreement as Administrative Agent or Lenders may reasonably request. B. The effectiveness of the Secretary amendments set forth in Section II hereof are subject to the satisfaction, or an Assistant Secretary of PMI certifying the names and true signatures waiver by Requisite Lenders, of the officers following conditions (the "CONTINGENT TERM LOAN PAYDOWN AMENDMENT CLOSING DATE"): (A) The conditions to effectiveness of PMI authorized to sign this Agreement and the other documents to be delivered hereunderamendments set forth in Section I hereof shall have been satisfied or waived by the Requisite Lenders on or before the Contingent Term Loan Paydown Amendment Closing Date. (iiiB) Favorable opinions The entire outstanding principal amount of counsel (which may be in-house counsel) for PMIthe Term Loans, substantially and all amounts owed under the Credit Agreement with respect thereto, shall have been repaid in the form of Exhibits E-1 and E-2 heretofull. (ivC) A favorable opinion Administrative Agent shall have received a certificate from an officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPCompany and Parent stating that as of the Contingent Term Loan Paydown Amendment Closing Date, counsel for the Facility Agent, substantially representations and warranties contained in Section IV herein and in the form other Credit Documents are true, correct and complete in all respects on and as of Exhibit G heretothe Contingent Term Loan Paydown Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date. (vD) A Administrative Agent shall have received a certificate from an officer of the chief financial officer or treasurer of PMI certifying Company and Parent stating that as of 31 December 2006 (A) the aggregate amount Contingent Term Loan Paydown Amendment Closing Date, no event has occurred and is continuing that would constitute an Event of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit Default or assets of PMI and its Major Subsidiaries), 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 $200,000,000a Default. (eE) PMI Company shall have paid all accrued fees and reasonable expenses of the Facility Agent other amounts due 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) payable on or prior to the Effective Contingent Term Loan Paydown Amendment Closing Date, including, to the extent invoiced, reimbursement or other payment of all out-of- pocket expenses required to be reimbursed or paid by Company hereunder or under any other Credit Document. (fF) This Agreement shall have been executed by PMI, JPMEL, as Facility Administrative Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 other documents and information regarding Credit Parties and the date that PMI, by notice to the Lenders, designates Credit Agreement as the proposed Effective Date, specifying its objection theretoAdministrative Agent or Lenders may reasonably request.

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 Altria shall have notified each Lender and the Facility Agent JPMCB, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMCB, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMCB, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Altria dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under the Existing Term Facility Loan Agreement including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreement. (de) The Facility Agent JPMCB, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMCB, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 F-1 and E-2 F-2 hereto. (iv) An executed Guarantee. (v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantee. (vi) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith. (vii) Favorable opinion of counsel (which may be in-house counsel) for Guarantor, substantially in the form of Exhibit F-3 hereto. (viii) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMCB, as Administrative Agent, substantially in the form of Exhibit G H hereto. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (f) This Agreement shall have been executed by PMI, JPMELAltria and JPMCB and Citibank, as Facility Agent Administrative Agents, and Swingline JPMCB, as Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent JPMCB, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMCB, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective on and as until each of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedfulfilled to the reasonable satisfaction of the Administrative Agent: (a) PMI a. This Joinder shall have notified each Lender been duly executed and delivered by the respective parties hereto, and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent. b. All action on the part of the New Borrowers and the Facility Agent other Loan Parties necessary for the valid execution, delivery and performance by the New Borrowers of this Joinder and all other documentation, instruments, and agreements required to be executed in writing as connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Administrative Agent shall have received for been provided to 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 DefaultAdministrative Agent. c. The New Borrowers (cand each other Loan Party, to the extent requested by the Administrative Agent) Prior shall each have delivered the following to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayAdministrative Agent, in form and substance reasonably satisfactory to the Facility Administrative Agent: (i) Certified copies i. Certificate of Legal Existence and Good Standing issued by the Secretary of the resolutions State 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 Agreementits incorporation or organization. (ii) . A certificate of the Secretary or an Assistant Secretary of PMI certifying the names and true signatures authorized officer of the officers due adoption, continued effectiveness, and setting forth the text, of PMI authorized to sign this each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other documents Loan Documents, and attesting to be delivered hereunderthe true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents. (iii) Favorable opinions of counsel (which may be in-house counsel) for PMI, substantially in . Execution and delivery by the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility Agent, substantially in the form of Exhibit G hereto. (v) A certificate New Borrowers of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (Afollowing Loan Documents: a) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse Joinders to the general credit or assets of PMI and its Major Subsidiaries)Revolving Credit Notes; b) Joinder to the Swingline Note; c) Joinder to the Security Documents, payment of which is secured by any Lien referred as applicable; d) Joinder 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.Fee Letter; (e) PMI shall have paid all accrued fees Such other documents, agreements and reasonable expenses of certificates as the Facility Administrative Agent and the Lenders with respect to this Agreement for which the Facility Collateral Agent shall have made reasonable demand in accordance with Section 9.4(a) on or prior to the Effective Datemay reasonably require. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline d. Upon the reasonable request of the Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 Agents shall have received notice from such Lender prior to a favorable written legal opinion of the date that PMI, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.Loan Parties’ counsel addressed

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. (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 Term Facility Credit Agreement including, without limitation, the payment of all loans, accrued interest and fees. (de) 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:Agent (acting on its own behalf and on behalf of the Lenders): (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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 2019 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)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. (ef) 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. (fg) This Agreement shall have been executed by PMI, JPMELCiti, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc.Citibank, as Mandated Lead Arrangers and BookrunnersSwingline Agent, and the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. (i) The Facility Agent shall have received, at least five days prior to the Effective Date, all documentation and other information regarding PMI reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of PMI at least fifteen days prior to the Effective Date and (ii) if PMI qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, any Lender that has requested a Beneficial Ownership Certification in a written notice to PMI at least fifteen days prior to the Effective Date, shall have received such Beneficial Ownership Certification at least five days prior to the Effective Date (provided that, upon the execution and delivery by the Facility Agent or any such Lender of its signature page to this Agreement, the respective condition set forth in this Section 3.1(h) shall be deemed to be satisfied). 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.

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 Altria shall have notified each Lender and the Facility Agent JPMCB, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMCB, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) Prior to or simultaneously with the Effective DateJPMCB, PMI shall have satisfied all of its obligations under the Existing Term Facility includingas Administrative Agent, without limitation, the payment of all loans, accrued interest and fees. (d) 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 JPMCB, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 D-1 and E-2 D-2 hereto. (iv) An executed Guarantee. (v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantee. (vi) A favorable certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith. (vii) Favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel (which may be in-house counsel) for the Facility AgentGuarantor, substantially in the form of Exhibit G D-3 hereto. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (fd) This Agreement shall have been executed by PMIAltria, JPMELJPMCB and Xxxxxxx Xxxxx, as Facility Agent and Swingline AgentAdministrative Agents, and Citigroup Global Markets LimitedCiticorp North America, Credit SuisseInc., Cayman Islands BranchBarclays Bank PLC, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Santander Investment Securities Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as Mandated Lead Arrangers and BookrunnersSyndication Agents, and the Facility Agent Citigroup Global Markets Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., Santander Investment Securities Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as Co-Arrangers, and JPMCB, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent JPMCB, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMCB, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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. (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 Term Facility Credit Agreement including, without limitation, the payment of all loans, accrued interest and fees. (de) 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 2013 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)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. (ef) 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. (fg) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc.JPMCB, as Mandated Lead Arrangers and BookrunnersSwingline Agent, and the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. 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.

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. (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 Term Facility Credit Agreement including, without limitation, the payment of all loans, accrued interest and fees. (de) 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 2010 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)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. (ef) 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. (fg) This Agreement shall have been executed by PMI, JPMELCIP, as Facility Agent and Agent, Citibank, as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit SuisseSuisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P.International, HSBC Bank plc, X.X. Xxxxxx plc Limited, RBS Securities Inc. and Xxxxxx Brothers Inc.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. 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.

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 PM Companies shall have notified each Lender and the Facility Agent Chase, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIPM Companies, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.1 4.01 are correct on and as of the Effective Date, and (ii) no No event has occurred and is continuing that constitutes a Default or Event of Default. (c) Prior to Chase, as Administrative Agent, shall have received on or simultaneously with before the Effective DateDate copies of the letters from PM Companies dated on or before such day, PMI terminating in whole the commitments of the banks party to the Existing Loan Agreements and each of the Initial Lenders that is a party to an Existing Loan Agreement hereby waives, upon execution of this Agreement, the notice of termination required by such Existing Loan Agreement. (d) PM Companies and its Subsidiaries shall have satisfied all of its their respective obligations under the Existing Term Facility Loan Agreements including, without limitation, the payment of all loans, accrued interest and feesfees under such agreements. (de) The Facility Agent Chase, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility Chase, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI PM Companies 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 PM Companies certifying the names and true signatures of the officers of PMI PM Companies 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 PMIPM Companies, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, counsel for the Facility Chase, as Administrative Agent, substantially in the form of Exhibit G hereto. (v) A certificate of the chief financial officer or treasurer of PMI PM Companies certifying that as of 31 December 2006 June 30, 2001 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH Xxxxxx Xxxxxx Capital Corporation that is without recourse to the general credit or assets of PMI PM Companies and its Major Subsidiaries), payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(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(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMIPM Companies, JPMELChase and Citibank, as Facility Agent Administrative Agents, Credit Suisse First Boston and Swingline Deutsche Bank AG, as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, Dresdner Bank AG, New York and Grand Cayman Branches and HSBC Bank USA, as Arrangers and Documentation Agents, and Chase, as Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent Chase, as Administrative Agent, shall notify PMI PM Companies 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIPM Companies, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement The amendments contained in Article 2 of this Amendment shall become not be effective on and as of until the first date (such date, the “Amendment Effective Date”) on which that the following conditions precedent have been satisfiedsatisfied or waived by the Required Lenders: (a) PMI The Administrative Agent shall have notified each Lender received copies of this Amendment executed by the Borrower and the Facility Agent in writing as to applicable Lenders, and acknowledged by the proposed Effective DateAdministrative Agent. (b) On The Borrowers shall have paid all fees, costs and expenses of the Effective Date, the following statements shall be true Administrative Agent and the Facility Agent shall have received for Lenders incurred in connection with the account execution and delivery of each Lender a certificate signed by a duly authorized officer of PMI, dated the Effective Date, stating that: this Amendment (i) the representations including fees and warranties contained in Section 4.1 are correct on and as out-of-pocket expenses of the Effective Date, and (ii) no event has occurred counsel and is continuing that constitutes a Default other advisors or Event of Defaultconsultants retained by the Administrative Agent). (c) Prior to or simultaneously with The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party dated the Amendment Effective Date, PMI in form and substance acceptable to the Administrative Agent, attaching and certifying as true, correct and complete: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall have satisfied all be certified as of a recent date by such Governmental Authority), (ii) the resolutions or other authorizations of the governing body of each Loan Party certified as being in full force and effect on the Amendment Effective Date, authorizing the execution, delivery and performance of this Amendment and any instruments or agreements required hereunder, (iii) a certificate of good standing, existence or its obligations under equivalent of each Loan Party certified as of a recent date by the Existing Term Facility including, without limitation, appropriate Governmental Authority and (iv) the payment incumbency (including specimen signatures) of all loans, accrued interest and feesthe Responsible Officers of each Loan Party. (d) The Facility Administrative Agent shall have received on an opinion or before opinions of counsel for the Loan Parties, dated the Amendment Effective Date and addressed to the following, each dated such dayAdministrative Agent and the Lenders, in form and substance satisfactory acceptable to the Facility Administrative 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 The Administrative Agent shall have made reasonable demand in accordance with Section 9.4(a) on or received at least three Business Days prior to the Effective Date. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent shall notify PMI and the Initial Lenders of the date which is the Amendment Effective Date upon satisfaction of all of from any Borrower that qualifies as a “legal entity customer” under the conditions precedent set forth Beneficial Ownership Regulation a Beneficial Ownership Certification in this Section 3.1. For purposes of determining compliance with the conditions specified in this Section 3.1, each Lender shall be deemed relation 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 theretoBorrower.

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 Altria shall have notified each Lender and the Facility Agent JPMorgan Chase, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Altria dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under the Existing Term Facility Loan Agreement including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreement. (de) The Facility Agent JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMorgan Chase, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMorgan Chase, as Administrative 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (f) This Agreement shall have been executed by PMIAltria, JPMELJPMorgan Chase and Citibank, as Facility Agent and Swingline Agent, and Citigroup Global Markets LimitedAdministrative Agents, Credit Suisse, Cayman Islands Branch, Suisse First Boston and Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P.as Syndication Agents, X.X. Xxxxxx plc and Xxxxxx Brothers Inc.ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Mandated Lead Arrangers and BookrunnersDocumentation Agents, and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent JPMorgan Chase, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMorgan Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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 Administrative Agent shall have been satisfiedreceived the following, each (where applicable and unless otherwise specified below) dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent: (a) PMI shall have notified Evidence (which may include facsimile or other electronic transmission of a signed signature page hereof) that each Lender and the Facility Agent in writing as to the proposed Effective Dateparty hereto has signed a counterpart of this Agreement. (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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 (x) the charter and by-laws of the Borrower, (y) resolutions of the Executive Committee of the Board of Directors of PMI the Borrower authorizing and approving this AgreementAgreement and the transactions contemplated hereby, and of (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (iic) A certificate of the Secretary or an Assistant Secretary of PMI the Borrower certifying the names and true signatures of the officers of PMI the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. (iiid) Favorable opinions A certificate from the Secretary of counsel (which may be in-house counsel) for PMI, substantially in State of the form State of Exhibits E-1 Delaware dated a date reasonably close to the Effective Date as to the good standing of and E-2 heretocharter documents filed by the Borrower. (ive) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxx Xxxxx Xxxxxxxx, counsel for to the Facility AgentBorrower, substantially in the form of Exhibit G hereto.C. (vf) A certificate of the chief financial officer or treasurer of PMI two Responsible Officers certifying that (i) no Default or Event of Default as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale date thereof has occurred and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a), does not exceed $400,000,000continuing, and (Bii) each of the aggregate amount representations and warranties contained in Section 4.01 is true and correct on and as of Debt included in clause (A) the date thereof as if made on and as 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 $200,000,000such date. (eg) PMI shall have paid all accrued fees Such other approvals, opinions and reasonable expenses of the Facility Agent and the Lenders with respect documents relating to this Agreement for which and the Facility transactions contemplated hereby as the Administrative Agent shall have made reasonable demand in accordance with Section 9.4(aor any Lender, through the Administrative Agent, may reasonably request. 733301099 15483412 (h) All fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced no fewer than two Business Days prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) All documentation and other information reasonably requested at least five Business Days prior to the Effective Date by the Administrative Agent or any Lender through the Administrative Agent that is required to satisfy applicable “know your customer” and Anti-Terrorism Laws and other applicable anti-money laundering rules and regulations, including the Patriot Act, has been received at least three Business Days prior to the Effective Date. (fj) This Agreement At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and deliver a Beneficial Ownership Certification in relation to the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this AgreementBorrower. The Facility Agent shall notify PMI and Without limiting the Initial Lenders generality of the date which is the Effective Date upon satisfaction provisions of all of the conditions precedent set forth in this Section 3.1. For 7.03(c), for purposes of determining compliance with the conditions specified in this Section 3.13.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Lenders unless an officer of the Facility Administrative 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, Date specifying its objection thereto.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement and the obligations of each Tranche B Lender and Increasing Term Lender to fund the Tranche B Incremental Loans and the Term Advance Increase, respectively, shall become effective on and as be subject to the satisfaction of the first date (the “Effective Date”) on which the following conditions precedent have been (the first Business Date on which such conditions precedent are so satisfied:, the “Tranche B Effective Date”): (a) PMI The Agent shall have notified received duly executed counterparts of this Agreement and each Lender of the other Loan Documents requested by the Agent from the Borrower, each other Loan Party party thereto and the Facility Agent in writing as to the proposed Effective DateAgent. (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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Administrative Agent shall have received on or before the Tranche B Effective Date the following, each dated such day, in form and substance satisfactory to the Facility AgentAgent and (except for any Notes) in sufficient copies for each Lender: (i) Certified copies A certificate of the Secretary or Assistant Secretary of each Loan Party dated the Tranche B Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Tranche B Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of PMI approving this Agreementsuch Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Tranche B Incremental Facility and the Term Advance Increase, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of all documents evidencing incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other necessary corporate action and governmental approvals, if any, with respect to this Agreementdocument delivered in connection herewith on behalf of such Loan Party. (ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or an Assistant Secretary of PMI certifying executing the names and true signatures of the officers of PMI authorized certificate pursuant to sign this Agreement and the other documents to be delivered hereunderclause (i) above. (iii) Favorable opinions Certified copies of counsel the certificate or articles of incorporation (which may be in-house counselor comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Tranche B Effective Date, certified as of a recent date by the Secretary of State (or comparable entity) for PMIof the jurisdiction of its organization, substantially in and a certificate as to the form good standing (where such concept is applicable) of Exhibits E-1 and E-2 heretoeach Loan Party as of a recent date, from such Secretary of State (or comparable entity). (iv) A favorable opinion of Xxxxxxx Xxxxxxx Axxxxx & Xxxxxxxx Pxxxxx LLP, counsel for the Facility Borrower and the other Loan Parties, dated as of the Tranche B Effective Date, addressed to the Administrative Agent, substantially the Collateral Agent, the Issuing Bank and each Lender in form and substance reasonably satisfactory to the form of Exhibit G heretoAgent and covering such other matters relating to the Loan Documents and the Transactions as the Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion. (v) A Any Notes, to the extent requested at least three Business Days prior to the Tranche B Effective Date by any Lender pursuant to Section 2.16. (c) The Administrative Agent shall have received a Notice of Borrowing as required under Section 2.02 and in the form attached hereto as Exhibit B. (d) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted Borrower in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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.form attached hereto as Exhibit H. (e) PMI The Acquisition and the other Transactions shall have paid all accrued fees and reasonable expenses be consummated substantially concurrently with the initial funding of the Facility Agent Tranche B Incremental Loans and the Term Advance Increase in accordance with the Acquisition Agreement (without any amendment, modification or waiver thereof or any consent thereunder which is materially adverse to the Agent, the Arrangers or the Lenders with respect to this without the prior written consent of the Agent). The Acquisition Agreement for which Representations shall be true and correct and the Facility Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality). The Administrative Agent shall have made reasonable demand in accordance with Section 9.4(a) on or prior to received a certificate, dated the Tranche B Effective Date, from a Financial Officer of the Borrower certifying compliance with this Section 3.01(e). (f) This Agreement All fees required to be paid by the Borrower hereunder or as separately agreed by the Borrower and any of the Arrangers or the Tranche B Incremental Lenders or the Increasing Term Lenders and all invoiced expenses of the Agent and the Arrangers relating hereto (including those of counsel to the Agent and the Arrangers), shall have in each case been paid (which amounts may be offset against the proceeds of the Tranche B Incremental Loans and the Term Advance Increase). (g) All amounts due or outstanding in respect of Indebtedness for borrowed money of the Acquired Business existing as of the Tranche B Effective Date shall have been, or substantially simultaneously with the initial funding of the Tranche B Incremental Facility and the Term Advance Increase shall be, paid in full, all commitments in respect thereof shall have been executed by PMIterminated and all guarantees thereof and security therefor discharged and released. After giving effect to the Transactions and the other transactions contemplated hereby, JPMELno Loan Party (including, as without limitation, the Acquired Business) shall have any outstanding Indebtedness for borrower money or preferred stock other than the Indebtedness under the Tranche B Incremental Facility and the Term Facility. (h) Since September 30, 2014, there shall not have been any event that has had or would reasonably be expected to have, individually or in the aggregate, an Acquisition Agreement Material Adverse Effect. (i) The Agent and Swingline Agentthe Arrangers shall have received: (i) audited Consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal years ended January 31, 2013, January 31, 2014 and January 30, 2015, and Citigroup Global Markets Limitedunaudited Consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for each fiscal quarter (other than any fourth fiscal quarter) ended after January 30, Credit Suisse2015 and at least 45 days prior to the Tranche B Effective Date; (ii) audited Consolidated balance sheets and related statements of income and cash flows of the Acquired Business for the fiscal years ended September 30, Cayman Islands Branch2012, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc 2013 and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners2014, and unaudited Consolidated balance sheets and related and related statements of income and cash flows of the Facility Acquired Business for each fiscal quarter ended after September 30, 2014 and at least 45 days prior to the Tranche B Effective Date; (iii) a pro forma Consolidated balance sheet and related pro forma Consolidated statement of income of the Borrower as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of the Borrower pursuant to subclause (i) above has been delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement) (the “The Pro Forma Financial Information”); and (iv) all other financial, marketing and other information reasonably requested by any Arranger in the preparation of the Information Memorandum (each of the foregoing, collectively, the “Required Information”). (j) The Agent and the Arrangers shall have received, at least five Business Days prior to the Tranche B Effective Date, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing at least ten calendar days prior to the Tranche B Effective Date by the Agent or the Arrangers. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.01(c) and the applicable provisions of the Security and Guarantee Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Agent. (l) The Collateral Agent shall have received (i) a Perfection Certificate with respect to the Loan Parties dated the Tranche B Effective Date and duly executed by a Responsible Officer of the Borrower and (ii) the results of a recent lien search made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, as applicable, in each case as indicated on the Perfection Certificate referred to above, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 5.03(a) of this Agreement or have been notified or will be contemporaneously released or terminated. (m) The Security and Guarantee Documents shall have been duly executed by each Initial Lender Loan Party that such Initial Lender has executed is to be a party thereto and shall be in full force and effect on the Tranche B Effective Date. The Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security and Guarantee Document. (n) Each document (including any UCC financing statements but excluding any Mortgages) required by the Security and Guarantee Documents or under applicable law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (subject to applicable Liens permitted under Section 5.03(a) of this Agreement), shall have been filed, registered or recorded or delivered to the Collateral Agent in proper form for filing, registration or recordation. The Facility On or prior to the Tranche B Effective Date, the Collateral Agent shall notify PMI have received all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) required to be delivered to the Initial Lenders Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with undated proper instruments of assignment duly executed by the date which is applicable Loan Party in blank and such other instruments or documents as the Effective Date upon satisfaction of all of the conditions precedent Collateral Agent may reasonably request. (o) Other than as set forth in Section 5.01(n), (i) each of the Security and Guarantee Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 5.03(a) of this Agreement, (iii) each such Security and Guarantee Document shall have been filed and recorded in the recording office as specified on Schedule 4.01(bb) (or a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Security and Guarantee Document as a first lien on such Mortgaged Property (subject to applicable Liens permitted under Section 3.15.03(a) of this Agreement) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than Permitted Liens, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. For Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3.01(n) and Section 3.01(o) above to be satisfied as of the Tranche B Effective Date (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement, filings in the United States Patent and Trademark Office and the United States Copyright Office or the delivery of stock certificates and the security agreement giving rise to the security interest therein), such conditions shall not be a condition precedent to the effectiveness of this Agreement on the Tranche B Effective Date, but shall be accomplished as promptly as practicable after the Tranche B Effective Date and in any event within any applicable period specified on Schedule 5.01(n) or such later date or otherwise as the Agent may agree to in its sole discretion. Without limiting the generality of the provisions of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 3.13.01, each Lender as of the Tranche B Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Lenders unless an officer of the Facility Administrative Agent responsible for the transactions contemplated by this Agreement shall have received written notice from such Lender prior to the date that PMI, by notice to the Lenders, designates as the proposed Tranche B Effective Date, Date specifying its objection thereto.

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. (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 Term Facility Credit Agreement including, without limitation, the payment of all loans, accrued interest and fees. (de) 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:Agent (acting on its own behalf and on behalf of the Lenders): (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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 2014 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)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. (ef) 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. (fg) This Agreement shall have been executed by PMI, JPMELCIL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc.Citibank, as Mandated Lead Arrangers and BookrunnersSwingline Agent, and the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. 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.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become not be effective on and as until each of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:fulfilled or waived prior to or concurrently herewith, each to the satisfaction of the Administrative Agent (such date being the “First Amendment Effective Date”): (a) PMI a. The Loan Parties and each Lender shall have notified executed and delivered this Amendment and each Lender of the documents, instruments and the Facility Agent agreements set forth on Schedule 1 attached hereto, in writing as each case in form and substance reasonably satisfactory to the proposed Effective DateAdministrative Agent and each Lender. (b) On the Effective Date, the following statements b. No Revolving Extension of Credit shall be true outstanding on the Closing Date after giving effect to the deemed conversion contemplated herein. c. All necessary board of directors and/or shareholder or other corporate consents and the Facility approvals to this Amendment (if any) shall have been obtained. d. The Administrative Agent shall have received for the account (i) a certificate of each Lender a certificate signed by a duly authorized officer of PMILoan Party, dated the First Amendment Effective DateDate and executed by a Responsible Officer of such Loan Party, stating that: (i) substantially in the representations form of Exhibit C to the Credit Agreement, with appropriate insertions and warranties contained in Section 4.1 are correct on and as attachments, including, among others, the certificate of incorporation, registration or other similar constitutional or organizational document of such Loan Party issued and/or certified by the relevant authority of the Effective Datejurisdiction, and incorporation, organization, formation or registration of such Loan Party (any such documents, the “Formation Documents”), the bylaws, memorandum and articles of association, or other similar constitutional or organizational document of each Loan Party (any such documents, the “Governing Documents”) and the relevant board and/or shareholder resolutions or written consents of such Loan Party (any such documents, the “Resolutions”), or if applicable a certification of no changes to the Formation Documents, Governing Documents and/or Resolutions, as applicable, and (ii) no event has occurred a long form good standing certificate, or comparable certificate for any jurisdiction outside of the United States, as applicable, for each Loan Party from its jurisdiction of incorporation, organization, formation or registration; provided that this Section 4(c)(ii) shall not apply with respect to any Loan Party organized under the laws of England and is continuing that constitutes a Default or Event of DefaultWales. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) e. The Facility Administrative Agent shall have received on or before (i) a certificate of Guarantor (as defined in the Sponsor Guaranty), dated the First Amendment Effective Date and executed by a Responsible Officer of Guarantor (as defined in the following, each dated such daySponsor Guaranty), in form and substance satisfactory to the Facility Administrative Agent: , with appropriate insertions and attachments, including, among others, the Formation Documents of Guarantor (ias defined in the Sponsor Guaranty), the Governing Documents of Guarantor (as defined in the Sponsor Guaranty) Certified copies and the Resolutions of Guarantor (as defined in the resolutions of the Board of Directors of PMI approving this AgreementSponsor Guaranty), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (ii) A a long form good standing certificate, or comparable certificate for any jurisdiction outside of the Secretary United States, as applicable, for Guarantor (as defined in the Sponsor Guaranty) from its jurisdiction of incorporation, organization or an Assistant Secretary formation. f. No Default or Event of PMI certifying Default shall have occurred and be continuing, both before and immediately after giving effect to the names and true signatures execution of the officers of PMI authorized to sign this Agreement Amendment. g. The Lenders 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 Administrative Agent shall have made reasonable demand in accordance with received payment from the Borrower of all the fees, costs and expenses required to be paid pursuant to Section 9.4(a) on or prior 8 of this Amendment (including the fees and expenses of legal counsel required to be paid thereunder to the Effective Dateextent an invoice therefor has been received by the Loan Parties). (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent h. The representations and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 warranties set forth in this Section 3.1. For purposes of determining compliance with the conditions specified in this Section 3.1, each Lender 5 below 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 theretotrue and correct in all respects.

Conditions Precedent to Effectiveness. This Agreement The amendments set forth in Section I hereof shall become be effective on and as of the first date hereof (the “Effective Date”"SECOND AMENDMENT EFFECTIVE DATE") upon the satisfaction or waiver by the Requisite Lenders, on which or after the date hereof, of the following conditions precedent have been satisfiedconditions: (ai) PMI The Administrative Agent shall have notified each Lender received, for distribution to all Lenders executing this Amendment by no later than January 10, 2005, an amendment fee equal to 0.05% of such Lenders' outstanding Loans and Commitments on the Facility Agent in writing as to the proposed Second Amendment Effective Date. (bii) On the Effective DateThe Company, the following statements shall be true Borrowers, the other Credit Parties and the Facility Requisite Lenders shall have indicated their consent by the execution and delivery of the signature pages hereof to the Administrative Agent. (iii) The Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer from the Company, certifying that as of PMI, dated the Second Amendment Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 III herein and in the other Credit Documents are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, and (ii) no event has occurred except to the extent such representations and is continuing that constitutes a Default or Event of Default. (c) Prior warranties specifically relate to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayan earlier date, in form which case such representations and substance satisfactory to the Facility Agent: (i) Certified copies warranties are true and correct in all material respects on and as 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 heretosuch earlier date. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for The Administrative Agent shall have received a fully executed Counterpart Agreement from Holdings indicating that Holdings has become a Guarantor and Credit Party under the Facility Agent, substantially in Credit Agreement and a Grantor under the form of Exhibit G heretoPledge and Security Agreement. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 The Administrative Agent shall have received (Ax) the aggregate amount of Debt (excluding all Debt incurred pledged stock in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a), does not exceed $400,000,000, AR Holdings and (By) 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 $200,000,000UCC-1 financing statements filed against Holdings. (evi) 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 The Administrative Agent shall have made reasonable demand in accordance with Section 9.4(a) received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder or any other Credit Document. (fvii) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and the Facility The Administrative Agent shall have been notified by each Initial Lender received a certificate from the Company, certifying that such Initial Lender has executed this Agreement. The Facility Agent shall notify PMI and the Initial Lenders as of the date which is the Second Amendment 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 (after giving effect to the amendments contained herein), no event shall have occurred and be continuing that would constitute an Event of Default or a Default. (viii) The Administrative Agent and Lenders unless an officer of the Facility Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender other documents and information regarding Credit Parties and the Credit Agreement as the Administrative Agent or Lenders may have reasonably requested prior to the date that PMI, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection theretohereof.

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. (c) JPMEL, as Facility Agent, shall have received on or before the Effective Date copies of the letters from PMI dated on or before such day, terminating in whole the commitments of the banks party to the Existing Revolving Credit Facilities. (d) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility Revolving Credit Facilities including, without limitation, the payment of all loans, accrued interest and fees. (de) 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 2009 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)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. (ef) 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. (fg) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Agent, JPMCB, as Swingline Agent, and X.X. Xxxxxx plc, Deutsche Bank Securities Inc., Citigroup Global Markets Limited, Credit SuisseSuisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Xxxxx Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers RBS Securities Inc., 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. 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.

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 The Lenders shall have notified each Lender been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (b) The Borrower shall have paid all accrued and agreed fees and expenses of the Agent and the Facility Agent in writing as Lenders, including but not limited to all fees then due and payable pursuant to the proposed Fee Letter, and the reasonable accrued fees and expenses of one law firm acting as counsel to the Agent that have been invoiced at least one Business Day prior to the Effective Date. (bc) 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 PMIthe Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.1 4.01 are true and correct on and as of the Effective Date, both before and after giving effect to the Initial Borrowing and the application of the proceeds thereof, as though made on and as of such date (excluding that the Initial Borrowing is not listed on Schedule 4.01(k) hereto); and (ii) no No event has occurred and is continuing continuing, or would result from the Initial Borrowing or the application of the proceeds thereof, that constitutes a Default or Event of Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received the Notice of Initial Borrowing pursuant to Section 2.02. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility AgentAgent and the Lenders: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.14(a). (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of PMI the Borrower approving this AgreementAgreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and the Notes. (iivi) A certificate of the Secretary secretary, assistant secretary or an Assistant Secretary associate secretary of PMI the Borrower certifying the names and true signatures of the officers of PMI the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iiivii) Favorable opinions A certificate as of counsel (which may be in-house counsel) for PMI, substantially a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in the form of Exhibits E-1 and E-2 heretogood standing in such state. (ivviii) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility AgentBorrower, substantially in form and substance reasonably acceptable to the form of Exhibit G heretoLenders. (vix) A certificate written opinion of Sidley Austin LLP, special New York counsel for the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred Agent, in connection with leasing, sale form and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse substance reasonably acceptable to the general credit or assets of PMI and its Major Subsidiaries), 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 $200,000,000Agent. (e) 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. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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.

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: Borrower has paid to the Lenders all fees, costs and expenses due and payable pursuant to Section 8.7 (ato the extent then billed) PMI shall have notified each Lender and the Facility Agent in writing as Borrower has furnished 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 thatLender: (i) the representations and warranties contained in Section 4.1 are correct on and as Copies of the Effective Date, and (ii) no event has occurred and is continuing that constitutes a Default or Event articles of Default. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) 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 incorporation of the resolutions of the Board of Directors of PMI approving this AgreementBorrower, together with all amendments, and a certificate of all documents evidencing other necessary corporate action and good standing, both certified by the appropriate governmental approvals, if any, with respect to this Agreementofficer in its jurisdiction of incorporation. (ii) A certificate of Copies, certified by the Secretary or an Assistant Secretary of PMI certifying the names Borrower, of its by-laws and true signatures of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the officers of PMI authorized to sign this Agreement and the other documents to be delivered hereunderLoan Documents. (iii) Favorable opinions An incumbency certificate, executed by the Secretary or Assistant Secretary of counsel (the Borrower, which may shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be in-house counsel) for PMI, substantially entitled to rely until informed of any change in writing by the form of Exhibits E-1 and E-2 heretoBorrower. (iv) A favorable opinion certificate, signed by the President, or Vice President and Chief Financial Officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPthe Borrower, counsel for stating that on the Facility Agent, substantially in the form of Exhibit G heretoeffective date no Default or Unmatured Default has occurred and is continuing. (v) A certificate of The Note duly executed by the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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 $200,000,000Borrower. (evi) PMI Written money transfer instructions addressed to the Lender and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lender may have reasonably requested. (vii) The insurance certificate described in Section 4.15. (viii) Such other documents as any Lender or its counsel may have reasonably requested, including without limitation, legal opinions, applicable governmental and other approvals, certificates of existence, lien/bankruptcy/judgment searches, all in acceptable form and substance to Lender. (ix) The most current financial statements regarding Borrower available prior to the effective date, and certified financial statements annually thereafter. The financial statements provided 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 be audited if available, but in any event shall have made reasonable demand be prepared in accordance with Section 9.4(a) on or prior to the Effective Dategenerally accepted accounting principles. (f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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.

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 Altria shall have notified each Lender and the Facility Administrative 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. (c) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied paid all fees due and payable under that certain Fee Letter, dated as of its obligations December 7, 2018, between Altria and JPMCB, and all commitments under that certain Bridge Loan Facility Commitment Letter, dated as of December 7, 2018, between Altria and JPMCB shall have been, or shall substantially contemporaneously be, terminated. Altria shall have also paid all fees required to be paid on or before the Existing Effective Date pursuant to the Term Facility including, without limitation, the payment of all loans, accrued interest and feesLoan Fee Letter. (dc) The Facility Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) An executed Guarantee. (v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantee. (vi) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith. (vii) Favorable opinion of counsel (which may be in-house counsel) for Guarantor, substantially in the form of Exhibit E-3 hereto. (viii) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility Administrative Agent, substantially in the form of Exhibit G F hereto. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (fd) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent Altria and Swingline the Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and the Facility Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. (i) The Administrative Agent shall have received, at least five days prior to the Effective Date, all documentation and other information regarding Altria reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Altria at least 10 days prior to the Effective Date and (ii) to the extent Altria qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, at least five days prior to the Effective Date, any Lender that has reasonably requested, in a written notice to Altria at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to Altria shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by the Administrative Agent or any such Lender of its signature page to this Agreement, the respective condition set forth in this Section 3.01(e) shall be deemed to be satisfied). The Facility Administrative Agent shall notify PMI Altria and the Initial Lenders of the date which that is the Effective Date upon satisfaction of all of the conditions precedent set forth in this Section 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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 Kraft shall have notified each Lender and the Facility Agent Chase, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIKraft, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.1 4.01 are correct on and as of the Effective Date, and (ii) no No event has occurred and is continuing that constitutes a Default or Event of Default. (c) Prior to Chase, as Administrative Agent, shall have received on or simultaneously with before the Effective DateDate copies of the letters from Xxxxxx Xxxxxx Companies Inc. dated on or before such day, PMI terminating in whole the commitments of the banks party to the Existing Loan Agreements. (d) Xxxxxx Xxxxxx Companies Inc. and its Subsidiaries shall have satisfied all of its their respective obligations under the Existing Term Facility Loan Agreements including, without limitation, the payment of all loans, accrued interest and feesfees under such agreements. (de) The Facility Agent Chase, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility Chase, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Kraft 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 Kraft certifying the names and true signatures of the officers of PMI Kraft 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 PMIKraft, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, counsel for the Facility Chase, as Administrative Agent, substantially in the form of Exhibit G hereto. (v) A certificate of the chief financial officer or treasurer of PMI Kraft certifying that as of 31 December 2006 June 30, 2001 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(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(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMIKraft, JPMELChase and Citibank, as Facility Agent Administrative Agents, Credit Suisse First Boston and Swingline Deutsche Bank AG, as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, Dresdner Bank AG, New York and Grand Cayman Branches and HSBC Bank USA, as Arrangers and Documentation Agents, and Chase, as Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent Chase, as Administrative Agent, shall notify PMI Kraft 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIKraft, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on and as of the first date (the “Effective Date”) on which hereof when, and only when, the following conditions precedent have been satisfied, as determined by Agent in its sole and absolute discretion: (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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayreceived, in form and substance satisfactory to Agent, counterparts of this Amendment duly executed and delivered by Borrowers, Agent and the Facility Lenders; (b) Agent shall have received, in form and substance satisfactory to Agent:, counterparts of that certain Amended and Restated Fee Letter duly executed and delivered by Borrowers, Agent and the Lenders; (c) there not having occurred any event, change or condition since December 31, 2009 that, individually or in the aggregate, has had, or could reasonably be expected to have, LEGAL_US_W # 66916028.9 (d) a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of the Company and its subsidiaries, taken as a whole; (e) there shall be not have been any other issues of debt securities or commercial bank or other credit facilities of the Company or its subsidiaries being announced, offered, placed or arranged (other than the Additional Notes and equipment financings) and after giving effect to the issuance of the Additional Notes, the Borrowers and their respective Subsidiaries shall have outstanding no Indebtedness other than the Indebtedness set forth on Schedule 7.1(b); (f) the Agent shall have received (a) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for the 2007, 2008 and 2009 fiscal years (and, to the extent available, the related unaudited consolidating financial statements) and (b) U.S. GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for (i) the fiscal quarter ended September 30, 2010 and (ii) the fiscal months of October 2010 and November 2010; (g) the Agent shall have received a certificate from the chief financial officer of the Parent in form and substance satisfactory to the Agent certifying that the Parent and its subsidiaries, on a consolidated basis after giving effect to the issuance of the Additional Notes and the execution of the Second Amendment, are solvent; (h) the Agent shall have received, at least five (5) Business Days prior to the Second Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; (i) Certified copies the receipt by Agent 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 a fee in the form amount of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP$1,100,000 as provided for in that certain commitment letter, 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 dated as of 31 December 2006 8, 2010 (A) the aggregate amount of Debt (excluding all Debt incurred “WFCF Commitment Letter”), in connection with leasing, sale and leaseback and structured finance transactions conducted the Alternative Transaction (as defined in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major SubsidiariesWFCF Commitment Letter), 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.; (ej) 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 received opinions of Borrowers’ and Guarantors’ counsel in accordance with Section 9.4(a) on or prior form and substance reasonably satisfactory to the Effective Date.Agent; and (fk) This Agreement shall have been executed by PMIsuch other information, JPMELdocuments, instruments or approvals as Facility Agent and Swingline or Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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’s counsel may reasonably require.

Conditions Precedent to Effectiveness. This Agreement shall become be effective on subject to and as upon the fulfillment of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedprecedent: (a) PMI shall have notified each Lender and the Facility Agent in writing as to the proposed Effective Date.no Default or Event of Default has occurred or is continuing; (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 of the Borrowers contained in Section 4.1 7.01 are true and 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.date hereof; (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Administrative Agent shall have received on or before the Effective Date the following, each dated such dayhas received, in form form, substance and substance dated as of a date satisfactory to the Facility AgentLenders and their counsel and in sufficient quantities for each Lender: (i) Certified copies A. a certified copy of the resolutions of the Board board of Directors directors of PMI each Borrower approving (i) the amendments to the Second Amended and Restated Credit Agreement; (ii) the borrowings and other matters contemplated by this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, (iii) with respect to this Bracknell only, the Able Acquisition, B. a certified copy of the resolution of the board of directors or other authorizing instrument by each Restricted Subsidiary authorizing the execution of confirmation relating to the Security Documents provided to the Agent and the Lenders, C. a certificate of a senior officer of each Borrower confirming there have been no changes to the articles and by-laws of each since the date of the Second Amended and Restated Credit Agreement., (ii) A D. a certificate of the Secretary or an Assistant Secretary of PMI each Borrower certifying the names and true signatures of the its officers of PMI authorized to sign this Agreement and the other Credit Documents, E. a certificate of status, compliance or like certificate with respect to each Borrower and each Restricted Subsidiary issued by the appropriate Governmental Entity of the jurisdiction of its incorporation and of each jurisdiction in which it owns any material assets or carries on any material business, F. certified copies of all material transaction documents in form and substance satisfactory to be delivered hereunder.the Administrative Agent and the Lenders in connection with the Able Acquisition on terms and conditions satisfactory to the Administrative Agent and the Lenders, (iii) Favorable G. copies of all corporate and lien searches undertaken against each Borrower and each Restricted Subsidiary, H. copies of all corporate and lien searches undertaken by Bracknell in connection with the Able acquisition, I. favourable opinions of counsel (which to each Borrower and each Restricted Subsidiary with respect to such matters as may be in-house counsel) for PMI, substantially in requested by the form of Exhibits E-1 and E-2 hereto.Lenders, (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility Agent, substantially in the form of Exhibit G hereto. (v) A J. a certificate of from the chief financial officer or treasurer of PMI Nationwide certifying that as of 31 December 2006 Nationwide (Ai) is not legally prohibited or restricted from entering into and performing its obligations under the aggregate amount of Debt Credit Documents to which it is a party, (excluding all Debt incurred in connection with leasingii) is not insolvent, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), payment of which is secured by any Lien referred to in clause (iii) will not be rendered insolvent by virtue of Section 5.2(a)guaranteeing the obligations of the Borrowers under the Credit Documents, does (iv) will not exceed $400,000,000be left with an unreasonably small amount of capital, and (Bv) has not incurred Debt which cannot be satisfied on a timely basis, K. confirmations in favour of the aggregate amount of Debt included Administrative Agent executed by the Borrowers and the Restricted Subsidiaries, confirming the Security Documents are in clause full force and effect; and L. such other certificates and documentation as the Administrative Agent may reasonably request, (Ad) of this subsection (v), payment of which is secured by any Lien referred to all fees and other amounts then payable under the Credit Documents have been paid in clause (iv) of Section 5.2(a), does not exceed $200,000,000.full; (e) PMI the Senior Subordinated Bridge Commitment Letter shall have paid all accrued fees and reasonable expenses of the Facility Agent been cancelled 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.commitment thereunder terminated; (f) This all obligations under the Credit Documents are secured by first priority Liens on all property and assets of each Borrower and each Restricted Subsidiary with such exceptions as are permitted pursuant to this Agreement or any of the other Credit Documents; (g) nothing has occurred (nor has any Lender become aware of any facts not previously known), including any change or condition, event or development, which the Lenders determine is reasonably likely to have a Material Adverse Effect; (h) there has not occurred, developed or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law, rule, regulation, judgment, order, inquiry or other occurrence of any nature whatsoever which materially adversely affects, or may materially adversely or seriously affect, the financial, banking (including syndication markets) or capital markets in Canada or the United States of America; and (i) all conditions precedent listed in Section 4.01 of the Bracknell Limited Partnership Facility shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 theretosatisfied.

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 Altria shall have notified each Lender and the Facility Agent JPMCB, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMCB, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMCB, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Altria dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Altria shall have satisfied all of its obligations under the Existing Term Facility Loan Agreement including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreement. (de) The Facility Agent JPMCB, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMCB, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 F-1 and E-2 F-2 hereto. (iv) An executed Guarantee. (v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantee. (vi) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith. (vii) Favorable opinion of counsel (which may be in-house counsel) for Guarantor, substantially in the form of Exhibit F-3 hereto. (viii) A favorable opinion of Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP, counsel for the Facility JPMCB, as Administrative Agent, substantially in the form of Exhibit G H hereto. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (f) This Agreement shall have been executed by PMI, JPMELAltria and JPMCB and Citibank, as Facility Agent Administrative Agents, and Swingline JPMCB, as Administrative Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. The Facility Agent JPMCB, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMCB, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

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 Kraft shall have notified each Lender and the Facility Agent JPMorgan Chase, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIKraft, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date copies of the letter from Kraft dated on or before such day, terminating in whole the commitments of the banks party to the Existing Loan Agreements. (d) Prior to or simultaneously with the Effective Date, PMI Kraft shall have satisfied all of its obligations under the Existing Term Facility Loan Agreements including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Loan Agreements. (de) The Facility Agent JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility JPMorgan Chase, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Kraft 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 Kraft certifying the names and true signatures of the officers of PMI Kraft 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 PMIKraft, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Facility JPMorgan Chase, as Administrative Agent, substantially in the form of Exhibit G hereto. (v) A certificate of the chief financial officer or treasurer of PMI Kraft certifying that as of 31 December 2006 31, 2004 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(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(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMIKraft, JPMELJPMorgan Chase and Citibank, as Facility Agent and Swingline Agent, and Citigroup Global Markets LimitedAdministrative Agents, Credit SuisseSuisse First Boston, Cayman Islands Branch, Branch and Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P.as Syndication Agents, X.X. Xxxxxx plc and Xxxxxx Brothers Inc.ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Securities LLC, as Mandated Lead Arrangers and BookrunnersDocumentation Agents, and the Facility Agent JPMorgan Chase, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent JPMorgan Chase, as Administrative Agent, shall notify PMI Kraft 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 JPMorgan Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIKraft, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the first date (the “applicable Extension Effective Date”) , an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on which the following conditions precedent have been satisfied:such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (aiv) PMI The Administrative Agent shall have notified each Lender and received a certificate of the Facility Agent in writing Borrower dated as to of the proposed applicable Extension Effective Date. , signed by a Responsible Officer of the Borrower (bi) On (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the following statements shall be true resolutions delivered to the Administrative Agent and the Facility Agent shall have received Lenders on the Closing Date include approval for an extension of the account of each Lender Revolving Credit Maturity Date for a certificate signed by a duly authorized officer of PMI, dated period that is not less than an additional six (6) months from the Effective Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, stating that: as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (iii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 4.1 are correct 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, andexcept (x1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (z3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (iiv) no event has occurred and is continuing that constitutes a Default or Event upon the reasonable request of Default. (c) Prior any Lender made at least twenty-five days prior to or simultaneously with the applicable Extension Effective Date, PMI the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied all of its obligations under with, the Existing Term Facility documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Agent shall have received on or before the Effective Date the following, each dated such dayU.S. Patriot Act, 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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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 each case at least fifteen days prior to the applicable Extension Effective Date.; and (fvi) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., 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. 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 at least fifteen days prior to the date that PMI, by notice to the Lenders, designates as the proposed applicable Extension Effective Date, specifying its objection theretoif the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

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 Altria shall have notified each Lender and the Facility Agent Xxxxxxx Sachs, as Administrative Agent, in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Agent Xxxxxxx Xxxxx, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIAltria, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 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. (c) Prior to or simultaneously with the Effective DateXxxxxxx Sachs, PMI shall have satisfied all of its obligations under the Existing Term Facility includingas Administrative Agent, without limitation, the payment of all loans, accrued interest and fees. (d) 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 Xxxxxxx Xxxxx, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Altria 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 Altria certifying the names and true signatures of the officers of PMI Altria 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 PMIAltria, substantially in the form of Exhibits E-1 D-1 and E-2 D-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx 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 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries), 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. (e) 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. (fd) This Agreement shall have been executed by PMIAltria, JPMELXxxxxxx Sachs and Xxxxxx, as Facility Agent Administrative Agents, JPMorgan Chase Bank, N.A. and Swingline AgentCitibank, N.A., as Syndication Agents, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Branch and Deutsche Bank Securities Inc., as Arrangers and Documentation Agents, and Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc.Xxxxx, as Mandated Lead Arrangers and BookrunnersAdministrative Agent, and the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent Xxxxxxx Sachs, as Administrative Agent, shall notify PMI Altria 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 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 Xxxxxxx Xxxxx, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIAltria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement and the obligations of each Term Lender to fund its respective Loans shall become effective on and as be subject to the satisfaction of the first date (the “Effective Date”) on which the following conditions precedent have been (the first Business Day on which such conditions precedent are so satisfied:, the “Closing Date”): (a) PMI The Agent shall have notified received duly executed counterparts of this Agreement and each of the other Loan Documents requested by the Agent from the Borrower, each other Loan Party party thereto, each Lender as of the Closing Date and the Facility Agent in writing as to the proposed Effective DateAgent. (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. (c) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Term Facility including, without limitation, the payment of all loans, accrued interest and fees. (d) The Facility Administrative Agent shall have received on or before the Effective Closing Date the following, each dated such day, in form and substance reasonably satisfactory to the Facility Agent: (i) Certified copies A certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of PMI approving this Agreementsuch Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Facilities, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of all documents evidencing incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other necessary corporate action and governmental approvals, if any, with respect to this Agreementdocument delivered in connection herewith on behalf of such Loan Party. (ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or an Assistant Secretary of PMI certifying executing the names and true signatures of the officers of PMI authorized certificate pursuant to sign this Agreement and the other documents to be delivered hereunder.clause (i) above. [[3596554]] (iii) Favorable opinions Certified copies of counsel the certificate or articles of incorporation (which may be in-house counselor comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Closing Date, certified as of a recent date by the Secretary of State (or comparable entity) for PMIof the jurisdiction of its organization, substantially in and a certificate as to the form good standing (where such concept is applicable) of Exhibits E-1 and E-2 heretoeach Loan Party as of a recent date, from such Secretary of State (or comparable authority). (iv) A favorable opinion of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Facility Borrower and the other Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent, substantially each Collateral Agent and each Lender in form and substance reasonably satisfactory to the form of Exhibit G heretoAgent and covering such other matters relating to the Loan Documents and the Transactions as the Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion. (v) A certificate Any Notes, to the extent requested at least three Business Days prior to the Closing Date by any Lender pursuant to Section 2.16. (c) The Administrative Agent shall have received a Notice of the chief financial officer or treasurer of PMI certifying that Borrowing as of 31 December 2006 (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale required under Section 2.02 and leaseback and structured finance transactions conducted in the ordinary course form attached hereto as Exhibit B. (d) The Administrative Agent shall have received a solvency certificate from a Financial Officer of business each of PMCC Europe GmbH that is without recourse to Holdings and the general credit or assets of PMI Borrower in the form attached hereto as Exhibit F-1 and its Major Subsidiaries)Exhibit F-2, 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 $200,000,000respectively. (e) PMI The Spinco Internal Reorganization and the Spinco Transfer shall have paid been consummated in all accrued fees and reasonable expenses material respects or shall be consummated in all material respects substantially contemporaneously with the initial funding of the Facility Agent Facilities in all material respects in accordance with the Spinco Separation Agreement and the Acquisition Agreement, and the Spinco Distribution and the Spinco Acquisition (and the Spinco Merger) shall have been consummated, or shall be consummated on the Closing Date, in all material respects in accordance with the Spinco Separation Agreement and the Acquisition Agreement (in each case without (A) any waiver of a closing condition by Spinco or any of its Affiliates, (B) any waiver of any kind (other than a waiver of the type described in the foregoing clause (A)) by any Person or (C) any amendment, modification or supplement thereof by any Person or any consent or election thereunder by any Person (any one of the foregoing, a “Modification”) that, in any such case, is material and adverse to the Arrangers or the Lenders with respect (in each case, in their capacities as such) without the prior written consent of the Arrangers) (it being understood and agreed that any Modification that results in (y) any increase in the amount of the Leidos Special Dividend from $1,029,210,261 shall be deemed to this be materially adverse to the Lenders and the Arrangers or (z) an increase in the amount of the Spinco Special Cash Payment of greater than 10% from $1,800,000,000 shall be deemed to be materially adverse to the Lenders and the Arrangers). The Acquisition Agreement, the Spinco Separation Agreement for which and all other related documentation shall be in form and substance reasonably satisfactory to the Facility Arrangers; provided that (x) the Acquisition Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers and (y) the Spinco Separation Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers. The Acquisition Agreement Representations shall be true and correct and the Specified Representations shall be true and correct in all material respects (or in all respects if separately qualified by materiality or Material Adverse Effect). The Administrative Agent shall have made reasonable demand received a certificate, dated the Closing Date, from a Financial Officer of each of Holdings and the Borrower certifying compliance with this Section 3.01(e). [[3596554]] (f) All fees required to be paid by Holdings and the Borrower hereunder or as separately agreed by Holdings or the Borrower and any of the Arrangers or the Lenders, in accordance with Section 9.4(a) each case on or prior to the Effective Closing Date, and, to the extent invoiced at least three Business Days prior to the Closing Date, all invoiced expenses of the Agent and the Arrangers relating hereto (including those of counsel to the Agent and the Arrangers), shall have in each case been paid (which amounts may be offset against the proceeds of the Loans on the Closing Date). (fg) This All Indebtedness and any other amounts due or outstanding under the Existing Credit Agreement shall have been, or substantially contemporaneously with the initial funding under the Facilities and the Leidos Facilities shall be, repaid in full, all commitments in respect thereof shall have been executed by PMIterminated and all guarantees thereof (if any) and security therefor (if any) discharged and released. After giving effect to the Transactions and the other transactions contemplated hereby, JPMELHoldings and the Restricted Subsidiaries (including the Acquired Business) shall not have any outstanding Indebtedness for borrowed money or preferred stock other than the Indebtedness under the Facilities and the Leidos Facilities, as Facility (b) Leidos’s 7.125% Notes due 2032, Leidos’s 5.50% Notes due 2033, the 2020 Notes and the 2040 Notes. (h) Since December 31, 2015, there shall not have occurred any Spinco Material Adverse Effect. (i) The initial funding under the Leidos Facilities shall be consummated substantially contemporaneously with, but following, the initial funding under the Facilities. (j) The Agent and Swingline Agentthe Arrangers shall have received: (a)(i)audited Consolidated balance sheets and related statements of income, comprehensive income, stockholders’ equity and cash flows of Holdings and the Subsidiaries for the fiscal years ended January 31, 2014, January 30, 2015 and January 1, 2016, and Citigroup Global Markets Limited(ii) unaudited Consolidated balance sheets and related statements of income, Credit Suissecomprehensive income and cash flows of Holdings and the Subsidiaries for each fiscal quarter (other than any fourth fiscal quarter) ended after January 1, Cayman Islands Branch2016 and at least 45 days prior to the Closing Date; (b)(i) the Spinco Audited Financial Statements (as defined in the Acquisition Agreement) and (ii) the unaudited combined and Consolidated financial statements, Deutsche Bank Securities Inc.including the combined and Consolidated balance sheets and the combined and Consolidated statements of earnings, Xxxxxxx Sachs Credit Partners L.P.cash flows and parent equity, X.X. Xxxxxx plc of (x) the Spinco Business and Xxxxxx Brothers Inc.(y) Spinco (before giving effect to the Spinco Internal Reorganization and the Spinco Transfer) for each fiscal quarter ended after December 31, as Mandated Lead Arrangers 2015 (other than any fourth fiscal quarter) and Bookrunnersat least 50 days prior to the Closing Date (or, in the case of the first fiscal quarter ended in 2016, 55 days), and (c) a pro forma Consolidated balance sheet and related pro forma Consolidated statement of income of Holdings and the Facility Restricted Subsidiaries as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of Holdings pursuant to clause (a) above has been delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement); and (iv) all other financial, marketing and other information reasonably requested by any Arranger and customarily provided by borrowers in the preparation of the Information Memorandum. (k) The Agent and the Arrangers shall have received, at least three Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing at least ten Business Days prior to the Closing Date by the Agent or the Arrangers. [[3596554]] (l) Each Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of each of Holdings and the Borrower. (m) The Security and Guarantee Documents shall have been notified duly executed by each Initial Lender Loan Party that such Initial Lender has executed is to be a party thereto and shall be in full force and effect on the Closing Date. The applicable Collateral Agent, on behalf of the applicable Secured Parties, shall have a perfected first priority security interest in the Collateral (subject to applicable Liens permitted under Section 6.01 of this Agreement) described in each Security and Guarantee Document. (n) Each document (including any UCC financing statements but excluding any Mortgages) required by the Security and Guarantee Documents or under applicable law or reasonably requested by any Collateral Agent to be filed, registered or recorded in order to create in favor of any Collateral Agent, for the benefit of the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (subject to applicable Liens permitted under Section 6.01 of this Agreement), shall have been filed, registered or recorded or delivered to the applicable Collateral Agent in proper form for filing, registration or recordation. The Facility On or prior to the Closing Date, the applicable Collateral Agent shall notify PMI have received all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) required to be delivered to such Collateral Agent pursuant to the Initial Lenders Guarantee and Collateral Agreement, together with undated proper instruments of assignment duly executed by the date which is the Effective Date upon satisfaction of all of the conditions precedent applicable Loan Party in blank and such other instruments or documents as such Collateral Agent may reasonably request. (o) Other than as set forth in Section 5.12, (i) each of the Security and Guarantee Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the applicable Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.01 of this Agreement, (iii) if applicable, each such Security and Guarantee Document shall have been filed and recorded in the recording office as specified in the Perfection Certificate (or a lender’s title insurance policy, in form and substance reasonably acceptable to such Collateral Agent, insuring such Security and Guarantee Document as a first lien on such Mortgaged Property (subject to applicable Liens permitted under Section 3.16.01 of this Agreement) shall have been received by such Collateral Agent) and, in connection therewith, such Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (iv) such Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by such Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than Permitted Liens, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by such Collateral Agent or the Lenders. For Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3.01(n) and Section 3.01(o) above to be satisfied as of the Closing Date (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of certificates representing such Equity Interests of the Borrower, together with stock powers or other instruments of transfer with respect thereto endorsed in blank and the security agreement giving rise to the security interest therein), such conditions shall not be a condition precedent to the effectiveness of this Agreement on the Closing Date, but shall be accomplished as promptly as practicable after the Closing Date and in any event within any applicable [[3596554]] period specified on Schedule 5.12 (which shall be no later than the date that is 90 days following the Closing Date, unless a later date is otherwise agreed to by the Agent in its reasonable discretion). Without limiting the generality of the provisions of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 3.13.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Lenders unless an officer of the Facility Administrative Agent responsible for the transactions contemplated by this Agreement shall have received written notice from such Lender prior to the date that PMI, by notice to the Lenders, designates as the proposed Effective Date, Closing Date specifying its objection thereto.

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, or waived in accordance with Section 9.01: (a) PMI Kraft Foods shall have notified each Lender and the Facility Administrative Agent in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Facility Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMIKraft Foods, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 4.01 are correct on and as of the Effective Date, and (ii) no event has occurred and is continuing on and as of the Effective Date that constitutes a Default or Event of Default. (c) The Administrative Agent shall have received on or before the Effective Date copies of the letter from Kraft Foods dated on or before such day, terminating in whole the commitments of the banks party to the Existing Revolving Credit Agreement. (d) Prior to or simultaneously with the Effective Date, PMI Kraft Foods shall have satisfied all of its obligations under the Existing Term Facility Revolving Credit Agreement, including, without limitation, the payment of all loans, accrued interest and feesfees under the Existing Revolving Credit Agreement. (de) The Facility Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI Kraft Foods 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 Kraft Foods certifying the names and true signatures of the officers of PMI Kraft Foods authorized to sign this Agreement and the other documents to be delivered hereunder. (iii) Favorable opinions of counsel (which may be in-house counselA) for PMICravath, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Xxxxxxx Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, special New York counsel for the Facility Agentto Kraft Foods, substantially in the form of Exhibit G E-1 hereto, (B) Hunton & Xxxxxxxx LLP, special Virginia counsel to Kraft Foods, substantially in the form of Exhibit E-2 hereto and (C) internal counsel for Kraft Foods, substantially in the form of Exhibit E-3 hereto. (viv) A certificate of the chief financial officer or treasurer of PMI Kraft Foods certifying that as of 31 December 2006 31, 2010, (A) the aggregate amount of Debt (excluding all Debt incurred in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH that is without recourse to the general credit or assets of PMI and its Major Subsidiaries)Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a5.02(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (v)Debt, payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a5.02(a), does not exceed $200,000,000. (e) 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. (f) This Agreement shall have been executed by PMIKraft Foods, JPMELthe Co-Administrative Agents, as Facility Paying Agent, Syndication Agent, Co-Documentation Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxxx Sachs Credit Partners L.P., X.X. Xxxxxx plc and Xxxxxx Brothers Inc., as Mandated Lead Arrangers and Bookrunners, and the Facility Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Administrative Agent shall notify PMI Kraft Foods and the Initial Lenders of the date which is the Effective Date upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3.13.01. For purposes of determining compliance with the conditions specified in this Section 3.13.01, 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 Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMIKraft Foods, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.