CREDIT AGREEMENT

Exhibit 10.1

CREDIT AGREEMENT

relating to a

US$3,000,000,000 5-YEAR REVOLVING CREDIT FACILITY

(including a US$900,000,000 swingline option)

and a

US$1,000,000,000 3-YEAR REVOLVING CREDIT FACILITY

(including a US$300,000,000 swingline option)

and a

EUR 1,500,000,000 364-DAY TERM LOAN FACILITY

Dated as of 4 December 2007

among

PHILIP MORRIS INTERNATIONAL INC.

and

THE INITIAL LENDERS NAMED HEREIN

and

J.P. MORGAN EUROPE LIMITED

as Facility Agent and Swingline Agent

and

J.P. MORGAN PLC

CITIGROUP GLOBAL MARKETS LIMITED

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

DEUTSCHE BANK SECURITIES INC.

GOLDMAN SACHS CREDIT PARTNERS L.P.

LEHMAN BROTHERS INC.

as Mandated Lead Arrangers and Bookrunners

HUNTON & WILLIAMS LLP

New York

Table of Contents

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Table of Contents

(continued)

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Table of Contents

(continued)

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Table of Contents

(continued)

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THIS AGREEMENT was made on 4 December 2007

AMONG

IT IS AGREED as follows:

“ Advance ” means a Revolving Credit Advance, a Swingline Advance or a Term Advance.

“ Agents ” means the Facility Agent and the Swingline Agent.

“ Applicable Interest Rate Margin ” means, for any Interest Period, a percentage per annum equal to the percentage set forth below:

“ Applicable Lending Office ” means, with respect to each Lender, such Lender’s lending office set forth on Schedule 1 hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to PMI and the Facility Agent.

“ Appropriate Lender ” means a Revolving Credit Lender or a Term Lender as the context requires.

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

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

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

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

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

“ Capital Markets Financing Transaction ” means the sale for cash or cash equivalents, in a public offering registered under the U.S. Securities Act of 1933, as amended, or an offering exempt from registration pursuant to Section 4(2), Rule 144A or Regulation S thereunder, of capital stock issued by PMI or notes, debentures or other debt securities issued by or guaranteed by PMI having a maturity in excess of one year, offered in the domestic or foreign capital markets.

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

“ Consolidated EBITDA ” means, for any accounting period, the consolidated net earnings (or loss) of PMI and its Subsidiaries plus, without duplication and to the extent included as a separate item on PMI’s consolidated statements of earnings or consolidated statements of cash flows in the case of clauses (a) through (e) for such period, the sum of (a) provision for income taxes, (b) interest and other debt expense, net, (c) depreciation expense, (d) amortization of intangibles, (e) any extraordinary, unusual or non-recurring expenses or losses or any similar expense or loss subtracted from “Gross profit” in the calculation of “Operating income” and (f) the portion of loss included on PMI’s consolidated statements of earnings of any Person (other than a Subsidiary of PMI) in which PMI or any of its Subsidiaries has an ownership interest and any cash that is actually received by PMI or such Subsidiary from such Person in the form of dividends or similar distributions, and minus , without duplication, the sum of (x) to the extent

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included as a separate item on PMI’s consolidated statements of earnings for such period, any extraordinary, unusual or non-recurring income or gains or any similar income or gain added to “Gross profit” in the calculation of “Operating income,” and (y) the portion of income included on PMI’s consolidated statements of earnings of any Person (other than a Subsidiary of PMI) in which PMI or any of its Subsidiaries has an ownership interest, except to the extent that any cash is actually received by PMI or such Subsidiary from such Person in the form of dividends or similar distributions, all as determined on a consolidated basis in accordance with accounting principles generally accepted in the United States for such period, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of PMI and its Subsidiaries as at and for the year ended 31 December 2006, then such new accounting principle shall not be used in the determination of Consolidated EBITDA. A material change in an accounting principle is one that, in the year of its adoption, changes Consolidated EBITDA for any quarter in such year by more than 10%.

“ Consolidated Interest Expense ” means, for any accounting period, total interest expense of PMI and its Subsidiaries with respect to all outstanding Debt of PMI and its Subsidiaries during such period, all as determined on a consolidated basis for such period and in accordance with accounting principles generally accepted in the United States for such period, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of PMI and its Subsidiaries as at and for the year ended 31 December 2006, then such new accounting principle shall not be used in the determination of Consolidated Interest Expense. A material change in an accounting principle is one that, in the year of its adoption, changes Consolidated Interest Expense for any quarter in such year by more than 10%.

“ Consolidated Tangible Assets ” means the total assets appearing on a consolidated balance sheet of PMI and its Subsidiaries, less goodwill and other intangible assets and the minority interests of other Persons in such Subsidiaries, all as determined in accordance with accounting principles generally accepted in the United States, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of PMI and its Subsidiaries as at and for the year ended 31 December 2006, then such new accounting principle shall not be used in the determination of Consolidated Tangible Assets. A material change in an accounting principle is one that, in the year of its adoption, changes Consolidated Tangible Assets at any quarter in such year by more than 10%.

“ Debt ” means, without duplication, (a) indebtedness for borrowed money or for the deferred purchase price of property or services, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) obligations as lessee under leases that, in accordance with accounting principles generally accepted in the United States, are recorded as capital leases, (c) obligations as an account party or applicant under letters of credit (other than trade letters of credit incurred in the ordinary course of business) to the extent such letters of credit are drawn and not reimbursed within five Business Days of such drawing, (d) the aggregate principal (or equivalent) amount of financing raised

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through outstanding securitization financings of accounts receivable, and (e) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss (including by way of (i) granting a security interest or other Lien on property or (ii) having a reimbursement obligation under or in respect of a letter of credit or similar arrangement (to the extent such letter of credit is not collateralized by assets (other than Operating Assets) having a fair value equal to the amount of such reimbursement obligation), in either case in respect of, indebtedness or obligations of any other Person of the kinds referred to in clause (a), (b), (c) or (d) above). For the avoidance of doubt, the following shall not constitute “Debt” for purposes of this Agreement: (A) any obligation that is fully non-recourse to PMI or any of its Subsidiaries, (B) intercompany debt of PMI or any of its Subsidiaries, (C) any appeal bond or other arrangement to secure a stay of execution on a judgment or order, provided that any such appeal bond or other arrangement issued by a third party in connection with such arrangement shall constitute Debt to the extent PMI or any of its Subsidiaries has a reimbursement obligation to such third party that is not collateralized by assets (other than Operating Assets) having a fair value equal to the amount of such reimbursement obligation, (D) unpaid judgments, or (E) defeased indebtedness.

“ Default ” means any event specified in Section 6.1 that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“ Designated Subsidiary ” means any wholly-owned Subsidiary of PMI designated for borrowing privileges under this Agreement pursuant to Section 9.8.

“ Designation Agreement ” means, with respect to any Designated Subsidiary, an agreement in the form of Exhibit D hereto signed by such Designated Subsidiary and PMI.

“ Dollar Swingline Advance ” means a Swingline Advance denominated in Dollars that bears interest as provided in Section 2.12(b).

“ Dollars ” and the “ $ ” sign each means lawful currency of the United States of America.

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

“ Eligible Assignee ” means (i) a Qualifying Bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $5,000,000,000; (ii) a Qualifying Bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (or any successor) (“ OECD ”), or a political subdivision of any such country, and having total assets in excess of $5,000,000,000, provided that such Qualifying Bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD or the Cayman Islands; (iii) the central bank of any country which is a member of the OECD; (iv) any Lender; and (v) any other bank or other financial institution approved in writing by PMI, which approval shall be notified to the Facility Agent.

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

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” means any Person that for purposes of Title IV of ERISA is a member of any Borrower’s controlled group, or under common control with any Borrower, within the meaning of Section 414 of the Internal Revenue Code.

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

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

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

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(b) if EURIBOR does not appear on Reuters Page EURIBOR01 (or any successor page), then EURIBOR will be determined by taking the arithmetic mean (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such arithmetic mean is not such a multiple) of the rates per annum at which deposits in Euro are offered by the principal office of each of the Reference Banks to prime banks in the European interbank market at 11:00 A.M. (Brussels time) two Business Days before the first day of such Interest Period for an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing outstanding during such Interest Period and for a period equal to such Interest Period, as determined by the Facility Agent, subject , however , to the provisions of Section 2.8.

“ EURIBOR Advance ” means a Pro Rata Advance denominated in Euro that bears interest as provided in Section 2.6(a).

“ Euro ” and the “ € ” sign each mean the single currency of the Participating Member States.

“ Euro Swingline Advance ” means a Swingline Advance denominated in Euro that bears interest as provided in Section 2.12(a).

“ Event of Default ” has the meaning specified in Section 6.1.

“ Existing Term Facility ” means the Term Facility pursuant to the Credit Agreement, dated as of 12 May 2005, among PMI, the Lenders party thereto and Citibank International plc, as Facility Agent and Swingline Agent, and Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc. and J.P. Morgan plc, as Mandated Lead Arrangers and Bookrunners for such Lenders.

“ Facility ” means the Tranche A Revolving Credit Facility, the Tranche B Revolving Credit Facility, the Tranche A Swingline Facility, the Tranche B Swingline Facility or the Term Facility.

“ Facility Agent’s Account ” means (a) for transactions in Euro, the account of JPMEL (Swift-CHASGB22), maintained by J.P. Morgan AG (Swift-CHASDEFX), at its office in Frankfurt, Germany, Account No. DE93501108006001600037, (b) for transactions in Dollars, the account of JPMEL, maintained by J.P. Morgan Chase Bank (Swift-CHASUS33) at its office in New York, New York, Account No. 0130302065 or (c) such other account of JPMEL, as is designated in writing from time to time by JPMEL, to PMI and the Lenders for such purpose.

“ Federal Bankruptcy Code ” means the United States Bankruptcy Reform Act of 1978, as amended from time to time.

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“ Federal Funds Effective Rate ” means, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) on Telerate Page 120 (or any successor page), or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by JPMEL from three Federal funds brokers of recognized standing selected by it.

“ Home Jurisdiction Withholding Taxes ” means (a) in the case of PMI, withholding for United States income taxes, United States back-up withholding taxes and United States withholding taxes and (b) in the case of a Designated Subsidiary, withholding taxes imposed by the jurisdiction under the laws of which such Designated Subsidiary is organized or any political subdivision thereof.

“ Interest Period ” means (a) for each Pro Rata Advance comprising part of the same Pro Rata Borrowing, the period commencing on the date of such Pro Rata Advance and ending on the last day of the period selected by the Borrower requesting such Borrowing pursuant to the provisions below and (b) for each Swingline Advance comprising part of the same Swingline Borrowing, one period commencing on the date of such Swingline Advance and ending on a Business Day with a duration not to exceed five Business Days. The duration of such Interest Period for a Pro Rata Advance shall be one, two, three or six months, or, if available to all Lenders, nine or twelve months, as such Borrower may select upon notice received by the Facility Agent not later than 11:00 A.M. (London time) on the third Business Day prior to the first day of such Interest Period; provided , however , that:

(a) such Borrower may not select any Interest Period that ends after the Termination Date;

(b) with respect to Pro Rata Borrowings only, whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the immediately preceding Business Day; and

(c) with respect to Pro Rata Borrowings only, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

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“ Internal Revenue Code ” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ Lenders ” means the Initial Lenders and their respective successors, which are Qualifying Banks or which have been approved in writing by PMI, and permitted assignees (and includes the Swingline Lenders unless the context otherwise requires).

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

(a) the offered rate per annum at which deposits in Dollars appear on Reuters Page LIBOR01 (or any successor page) as of 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period, or

(b) if LIBOR does not appear on Reuters Page LIBOR01 (or any successor page), then LIBOR will be determined by taking the arithmetic mean (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such arithmetic mean is not such a multiple) of the rates per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing outstanding during such Interest Period and for a period equal to such Interest Period, as determined by the Facility Agent, subject , however , to the provisions of Section 2.8.

“ LIBOR Advance ” means a Revolving Credit Advance denominated in Dollars that bears interest as provided in Section 2.6(b).

“ Lien ” has the meaning specified in Section 5.2(a).

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

“ Mandatory Cost ” means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 3.

“ Margin Stock ” means margin stock, as such term is defined in Regulation U.

“ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions, such plan being maintained pursuant to one or more collective bargaining agreements.

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“ Multiple Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA Affiliate and at least one Person other than such Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which such Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“ Note ” means a Revolving Credit Note or a Term Note.

“ Notice of Pro Rata Borrowing ” has the meaning specified in Section 2.4(a).

“ Notice of Swingline Borrowing ” has the meaning specified in Section 2.10(a).

“ Obligations ” has the meaning specified in Section 8.1.

“ Operating Assets ” means, for any accounting period, any assets included in the consolidated balance sheet of PMI and its Subsidiaries as “Inventories,” or “Property, plant and equipment” or “Receivables” for such period.

“ Other Taxes ” has the meaning specified in Section 2.19(c).

“ Participating Member State ” means any member state of the European Communities that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“ Person ” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“ Plan ” means a Single Employer Plan or a Multiple Employer Plan.

“ Pro Rata Advance ” means a Revolving Credit Advance or a Term Advance.

“ Pro Rata Borrowing ” means a Revolving Credit Borrowing or a Term Borrowing.

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

“ Reference Banks ” means Citibank, N.A., Credit Suisse, Deutsche Bank AG and JPMorgan Chase Bank, N.A.

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“ Register ” has the meaning specified in Section 9.7(d).

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

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

“ Required Lenders ” means at any time Lenders holding at least 50.1% of the aggregate Term Commitments and Revolving Credit Commitments at such time.

“ Revolving Credit Advance ” means a Tranche A Revolving Credit Advance or a Tranche B Revolving Credit Advance.

“ Revolving Credit Borrowing ” means a Tranche A Revolving Credit Borrowing or a Tranche B Revolving Credit Borrowing.

“ Revolving Credit Commitment ” means a Tranche A Revolving Credit Commitment or a Tranche B Revolving Credit Commitment.

“ Revolving Credit Facility ” means the Tranche A Revolving Credit Facility or the Tranche B Revolving Credit Facility.

“ Revolving Credit Lender ” means a Tranche A Revolving Credit Lender or Tranche B Revolving Credit Lender.

“ Revolving Credit Note ” means a Tranche A Revolving Credit Note or a Tranche B Revolving Credit Note.

“ Single Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA Affiliate and no Person other than such Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which such Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“ Spin-Off ” means a spin-off or other not for value disposition of PMI such that Altria Group, Inc. no longer owns more than a de minimis equity interest in PMI.

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

“ Swingline Advance ” means a Tranche A Swingline Advance or Tranche B Swingline Advance.

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“ Swingline Borrowing ” means a Tranche A Swingline Borrowing or a Tranche B Swingline Borrowing.

“ Swingline Commitment ” means a Tranche A Swingline Commitment or a Tranche B Swingline Commitment.

“ Swingline Facility ” means the Tranche A Swingline Facility or the Tranche B Swingline Facility.

“ Swingline Lender ” means a Tranche A Swingline Lender or a Tranche B Swingline Lender.

“ Taxes ” has the meaning specified in Section 2.19(a).

“ Term Advance ” means a EURIBOR Advance by a Term Lender to any Borrower as part of a Term Borrowing.

“ Term Borrowing ” means a borrowing consisting of simultaneous Term Advances made by each of the Term Lenders pursuant to Section 2.3.

“ Term Commitment ” means as to any Lender (i) the Euro amount set forth opposite such Lender’s name on Schedule 6 hereof or (ii) if such Lender has entered into an Assignment and Acceptance, the Euro amount set forth for such Lender in the Register maintained by the Facility Agent pursuant to Section 9.7(d), in each case as such amount may be reduced pursuant to Sections 2.5 and 2.15.

“ Term Facility ” means, at any time, the aggregate amount of the Term Lenders’ Term Commitments at such time.

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

“ Term Note ” means a promissory note of any Borrower payable to the order of any Term Lender, in substantially the form of Exhibit A-3 hereto, evidencing the indebtedness of such Borrower to such Lender resulting from the Term Advances made by such Lender to such Borrower.

“ Term Notice ” has the meaning specified in Section 2.14(b).

“ Termination Date ” means the earlier of (a) (i) in relation to the Tranche A Revolving Credit Commitments, 4 December 2012, (ii) in relation to the Tranche B Revolving Credit Commitments, 4 December 2010 or (iii) in relation to the Term Commitments, 2 December 2008 (or such later date pursuant to Section 2.14(b)), and (b) in each case, the date of termination in whole of such Commitments pursuant to Section 2.14(a) or 6.2.

“ Tranche A Revolving Credit Advance ” means an advance by a Tranche A Revolving Credit Lender to any Borrower as part of a Tranche A Revolving Credit Borrowing and refers to a EURIBOR Advance or a LIBOR Advance (each of which shall be a “ Type ” of Tranche A Revolving Credit Advance).

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“ Tranche A Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Tranche A Revolving Credit Advances of the same Type made by each of the Tranche A Revolving Credit Lenders pursuant to Section 2.1(a).

“ Tranche A Revolving Credit Commitment ” means as to any Lender (i) the Dollar amount set forth opposite such Lender’s name on Schedule 4A hereof or (ii) if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Facility Agent pursuant to Section 9.7(d), in each case as such amount may be reduced pursuant to Section 2.14 (and, in the case of a Tranche A Swingline Lender, its Tranche A Revolving Credit Commitment or that of its affiliate shall include such Tranche A Swingline Lender’s Tranche A Swingline Commitment).

“ Tranche A Revolving Credit Facility ” means, at any time, the aggregate amount of the Tranche A Revolving Credit Lenders’ Tranche A Revolving Credit Commitments at such time.

“ Tranche A Revolving Credit Lender ” means any Lender that has a Tranche A Revolving Credit Commitment.

“ Tranche A Revolving Credit Note ” means a promissory note of any Borrower payable to the order of any Tranche A Revolving Credit Lender, delivered pursuant to a request made under Section 2.21 in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of such Borrower to such Tranche A Lender resulting from the Tranche A Revolving Credit Advances made by such Tranche A Lender to such Borrower.

“ Tranche A Swingline Advance ” means an advance by a Tranche A Swingline Lender to any Borrower as part of a Tranche A Swingline Borrowing and refers to a Euro Swingline Advance or a Dollar Swingline Advance (each of which shall be a “ Type ” of Tranche A Swingline Advance).

“ Tranche A Swingline Borrowing ” means a borrowing consisting of simultaneous Tranche A Swingline Advances made by each of the Tranche A Swingline Lenders pursuant to Section 2.9.

“ Tranche A Swingline Commitment ” means as to any Lender (i) the Dollar amount set forth opposite such Lender’s name on Schedule 5A hereof or (ii) if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Facility Agent pursuant to Section 9.7(d), in each case as such amount may be reduced pursuant to Section 2.14.

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“ Tranche A Swingline Facility ” means, at any time, the aggregate amount of the Tranche A Swingline Lenders’ Tranche A Swingline Commitments at such time.

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

“ Tranche B Revolving Credit Advance ” means an advance by a Tranche B Revolving Credit Lender to any Borrower as part of a Tranche B Revolving Credit Borrowing and refers to a EURIBOR Advance or a LIBOR Advance (each of which shall be a “ Type ” of Tranche B Revolving Credit Advance).

“ Tranche B Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Tranche B Revolving Credit Advances of the same Type made by each of the Tranche B Revolving Credit Lenders pursuant to Section 2.1(b).

“ Tranche B Revolving Credit Commitment ” means as to any Lender (i) the Dollar amount set forth opposite such Lender’s name on Schedule 4B hereof or (ii) if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Facility Agent pursuant to Section 9.7(d), in each case as such amount may be reduced pursuant to Section 2.14 (and, in the case of a Tranche B Swingline Lender, its Tranche B Revolving Credit Commitment or that of its affiliate shall include such Tranche B Swingline Lender’s Tranche B Swingline Commitment).

“ Tranche B Revolving Credit Facility ” means, at any time, the aggregate amount of the Tranche B Revolving Credit Lenders’ Tranche B Revolving Credit Commitments at such time.

“ Tranche B Revolving Credit Lender ” means any Lender that has a Tranche B Revolving Credit Commitment.

“ Tranche B Revolving Credit Note ” means a promissory note of any Borrower payable to the order of any Tranche B Revolving Credit Lender, delivered pursuant to a request made under Section 2.21 in substantially the form of Exhibit A-2 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Tranche B Revolving Credit Advances made by such Lender to such Borrower.

“ Tranche B Swingline Advance ” means an advance by a Tranche B Swingline Lender to any Borrower as part of a Tranche B Swingline Borrowing and refers to a Euro Swingline Advance or a Dollar Swingline Advance (each of which shall be a “ Type ” of Tranche B Swingline Advance).

“ Tranche B Swingline Borrowing ” means a borrowing consisting of simultaneous Tranche B Swingline Advances made by each of the Tranche B Swingline Lenders pursuant to Section 2.10.

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“ Tranche B Swingline Commitment ” means as to any Lender (i) the Dollar amount set forth opposite such Lender’s name on Schedule 5B hereof or (ii) if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Facility Agent pursuant to Section 9.7(d) in each case as such amount may be reduced pursuant to Section 2.14.

“ Tranche B Swingline Facility ” means, at any time, the aggregate amount of the Tranche B Swingline Lenders’ Tranche B Swingline Commitments at such time.

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

(b) Obligation to Make Tranche B Revolving Credit Advances . Each Tranche B Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make Tranche B Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination

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Date in an aggregate amount outstanding not to exceed at any time such Lender’s Tranche B Revolving Credit Commitment; provided , however , that the aggregate amount of the Tranche B Revolving Credit Commitments shall be deemed used from time to time to the extent of the aggregate amount of the Tranche B Swingline Advances then outstanding; provided , further , that each Tranche B Revolving Credit Lender’s Tranche B Revolving Credit Commitment shall be deemed used from time to time to the extent of the Tranche B Swingline Advances made by it or its affiliate that is a Tranche B Swingline Lender.

(ii) Each Tranche B Revolving Credit Borrowing shall consist of Tranche B Revolving Credit Advances of the same Type made on the same day by the Tranche B Revolving Credit Lenders ratably according to their respective Tranche B Revolving Credit Commitments. Within the limits of each Tranche B Revolving Credit Lender’s Tranche B Revolving Credit Commitment and subject to this Section 2.2, any Borrower may borrow under this Section 2.2, prepay pursuant to Section 2.15 or repay pursuant to Section 2.5 and reborrow under this Section 2.2.

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

(b) Amount of Term Borrowings . Each Term Borrowing shall be in an aggregate amount of no less than €50,000,000 or an integral multiple of €1,000,000 in excess thereof.

(c) Type of Term Advances . Each Term Borrowing shall consist of EURIBOR Advances made on the same day by the Term Lenders ratably according to their respective Term Commitments. Any Borrower may borrow under this Section 2.3, prepay pursuant to Section 2.15 or repay pursuant to Section 2.5. Term Advances may not be reborrowed.

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(i) date of such Pro Rata Borrowing,

(ii) Facility of the Pro Rata Advances comprising such Pro Rata Borrowing and, if applicable, Type of Revolving Credit Advances,

(iii) aggregate amount of such Pro Rata Borrowing, and

(iv) the initial Interest Period for each such Pro Rata Advance.

(b) Funding Pro Rata Advances . Each Appropriate Lender shall, before 2:00 P.M. (London time) on the date of such Pro Rata Borrowing, make available for the account of its Applicable Lending Office to the Facility Agent at the Facility Agent’s Account, in same day funds, such Lender’s ratable portion of such Pro Rata Borrowing. After receipt of such funds by the Facility Agent and upon fulfillment of the applicable conditions set forth in Article 3, the Facility Agent will make such funds available to the relevant Borrower as specified in the applicable Notice of Pro Rata Borrowing.

(c) Irrevocable Notice . Each Notice of Pro Rata Borrowing of any Borrower shall be irrevocable and binding on such Borrower. The Borrower requesting a Pro Rata Borrowing shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Pro Rata Borrowing for such Pro Rata Borrowing the applicable conditions set forth in Article 3, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Pro Rata Advance to be made by such Lender as part of such Pro Rata Borrowing when such Pro Rata Advance, as a result of such failure, is not made on such date.

(d) Lender’s Ratable Portion . Unless the Facility Agent shall have received notice from an Appropriate Lender prior to 2:00 P.M. (London time) on the day of any Pro Rata Borrowing that such Lender will not make available to the Facility Agent such Lender’s ratable portion of such Pro Rata Borrowing, the Facility Agent may assume that such Lender has made such portion available to the Facility Agent on the date of such Pro Rata Borrowing in accordance with Section 2.4(b) and the Facility Agent may, in reliance upon such assumption, make available to the Borrower proposing such Pro Rata

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Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Facility Agent such Lender and such Borrower severally agree to repay to the Facility Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Facility Agent at:

(i) in the case of such Borrower, the higher of (A) the interest rate applicable at the time to Pro Rata Advances comprising such Pro Rata Borrowing and (B) the cost of funds incurred by the Facility Agent in respect of such amount, and

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

If such Lender shall repay to the Facility Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Pro Rata Advance as part of such Pro Rata Borrowing for purposes of this Agreement.

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

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

(b) LIBOR Advances . During such periods as such Revolving Credit Advance is a LIBOR Advance, a rate per annum equal at all times during each Interest Period for such

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Revolving Credit Advance to the sum of (x) LIBOR for such Interest Period for such Revolving Credit Advance plus (y) the Applicable Interest Rate Margin plus (z) Mandatory Cost, if any, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than six months, on the day that occurs during such Interest Period six months from the first day of such Interest Period and on the date such LIBOR Advance shall be paid in full.

(b) Role of Reference Banks . In the event that EURIBOR or LIBOR cannot be determined by the method described in clause (a) of the definitions “EURIBOR” or “LIBOR,” respectively, each Reference Bank agrees to furnish to the Facility Agent timely information for the purpose of determining EURIBOR or LIBOR, as the case may be, in accordance with the method described in clause (b) of the definitions thereof. If any one or more of the Reference Banks shall not furnish such timely information to the Facility Agent for the purpose of determining EURIBOR or LIBOR, the Facility Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.

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

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

(i) the Facility Agent, PMI and such Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing on a substitute basis for determining the interest rate; and

(ii) any alternative basis agreed upon pursuant to clause (i) above shall, with the prior consent of all the Appropriate Lenders, PMI and such Borrower, be binding on all such parties hereto.

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

(c) Type of Swingline Advances . (i) Each Tranche A Swingline Borrowing shall consist of Tranche A Swingline Advances of the same Type made on the same day by the Tranche A Swingline Lenders ratably according to their respective Tranche A Swingline Commitments. Within the limits of each Tranche A Swingline Lender’s Tranche A Swingline Commitment and subject to this Section 2.9, any Borrower may borrow under this Section 2.9, prepay pursuant to Section 2.15 or repay pursuant to Section 2.11 and reborrow under this Section 2.9,

(ii) Each Tranche B Swingline Borrowing shall consist of Tranche B Swingline Advances of the same Type made on the same day by the Tranche B Swingline Lenders ratably according to their respective Tranche B Swingline Commitments. Within the limits of each Tranche B Swingline Lender’s Tranche B Swingline Commitment and subject to this Section 2.9, any Borrower may borrow under this Section 2.9, prepay pursuant to Section 2.15 or repay pursuant to Section 2.11 and reborrow under this Section 2.9.

(d) Amount of Swingline Borrowings . Each Swingline Borrowing shall be in an aggregate amount of no less than €1,000,000 or $1,000,000, as the case may be.

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(e) Relationship with the Revolving Credit Facilities . (i)  Tranche A Revolving Credit Facility . (A) The Tranche A Revolving Credit Facility may be used by way of Tranche A Swingline Advances. The Tranche A Swingline Facility is not independent of the Tranche A Revolving Credit Facility.

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

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(i) date of such Swingline Borrowing,

(ii) Facility and Type of the Swingline Advances comprising such Swingline Borrowing,

(iii) aggregate amount of such Swingline Borrowing, and

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

(b) Funding Swingline Advances . Each Swingline Lender shall, before (i) 12:00 P.M. (London time) with respect to Notices of Swingline Borrowing given not later than 10:30 A.M. (London time) or (ii) 1:30 P.M. (New York time) with respect to Notices of Swingline Borrowing for LIBOR Advances given after 10:30 A.M. (London time) and before 12:00 P.M. (New York time), on the date of such Swingline Borrowing, make available for the account of its Applicable Lending Office to the Swingline Agent, in same day funds, such Swingline Lender’s ratable portion of such Swingline Borrowing. After receipt of such funds by the Swingline Agent and upon fulfillment of the applicable conditions set forth in Article 3, the Swingline Agent will make such funds available to the relevant Borrower as specified in the applicable Notice of Swingline Borrowing.

(c) Irrevocable Notice . Each Notice of Swingline Borrowing of any Borrower shall be irrevocable and binding on such Borrower. The Borrower requesting a Swingline Borrowing shall indemnify each Swingline Lender against any loss, cost or expense incurred by such Swingline Lender as a result of any failure to fulfill on or before the date specified in such Notice of Swingline Borrowing for such Swingline Borrowing the

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applicable conditions set forth in Article 3, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Swingline Lender to fund the Swingline Advance to be made by such Swingline Lender as part of such Swingline Borrowing when such Swingline Advance, as a result of such failure, is not made on such date.

(d) Swingline Lender’s Ratable Portion . Unless the Swingline Agent shall have received notice from a Swingline Lender prior to (i) 12:00 P.M. (London time) with respect to Notices of Swingline Borrowing given not later than 10:30 A.M. (London time) or (ii) 1:30 P.M. (New York time) with respect to Notices of Swingline Borrowing for LIBOR Advances given after 10:30 A.M. (London time) and before 12:00 P.M. (New York time), on the day of any Swingline Borrowing that such Swingline Lender will not make available to the Swingline Agent such Swingline Lender’s ratable portion of such Swingline Borrowing, the Swingline Agent may assume that such Swingline Lender has made such portion available to the Swingline Agent on the date of such Swingline Borrowing in accordance with Section 2.10(b) and the Swingline Agent may, in reliance upon such assumption, make available to the Borrower proposing such Swingline Borrowing on such date a corresponding amount. If and to the extent that such Swingline Lender shall not have so made such ratable portion available to the Swingline Agent such Swingline Lender and such Borrower severally agree to repay to the Swingline Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Swingline Agent at:

(i) in the case of such Borrower, the higher of (A) the interest rate applicable at the time to Swingline Advances comprising such Swingline Borrowing and (B) the cost of funds incurred by the Swingline Agent in respect of such amount, and

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

If such Swingline Lender shall repay to the Swingline Agent such corresponding amount, such amount so repaid shall constitute such Swingline Lender’s Swingline Advance as part of such Swingline Borrowing for purposes of this Agreement.

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

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(b) In the event that a Borrower does not repay a Swingline Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Pro Rata Borrowing for a Revolving Credit Advance to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swingline Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.1 (without regard to clause (b) thereof) and the proceeds thereof applied in repayment of such Swingline Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swingline Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.18(e) shall apply to the unpaid principal amount of any such Swingline Advance.

(c) Section 3.3 shall not apply to any Revolving Credit Advance to which this Section 2.11 refers.

(d) In the circumstances set out in paragraph (b) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swingline Lenders for any loss that they incur as a result of the relevant Swingline Borrowing.

(a) Euro Swingline Advances . For each Euro Swingline Advance, a rate per annum equal at all times during the Interest Period for such Euro Swingline Advance to the sum of (x) the rate per annum determined by the Swingline Agent to be the arithmetic mean (rounded upwards to the nearest whole multiple of 1/16 of 1% per annum, if such arithmetic mean is not such a multiple) of the rates at which deposits in Euro are offered by the principal office of each of the Reference Banks to prime banks in the European interbank market at 11:00 A.M. (Brussels time) on the date of such Euro Swingline Advance for an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing outstanding during such Interest Period and for a period equal to such Interest Period; provided that if only one Reference Bank is able to provide the rates as described above, each Swingline Lender shall supply the Swingline Agent with its rate for same day funding in Euro to prime banks in the European interbank market at 11:00 A.M. (Brussels time) on the date of such Euro Swingline Advance for an amount substantially equal to the amount equal to such

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Swingline Lender’s ratable share of such Borrowing outstanding during such Interest Period and for a period equal to such Interest Period and such rate shall be payable to such Swingline Lender plus (y) the Applicable Interest Rate Margin plus (z) Mandatory Cost, if any, payable in arrears on the last day of such Interest Period.

(b) Dollar Swingline Advances . (i) For each Dollar Swingline Advance requested by 10:30 A.M. (London time), a rate per annum equal at all times during the Interest Period for such Dollar Swingline Advance to the sum of (x) the rate per annum determined by the Swingline Agent to be the arithmetic mean (rounded upwards to the nearest whole multiple of 1/16 of 1% per annum, if such arithmetic mean is not such a multiple) of the rates at which deposits in Dollars are offered by the principal office of each of the Reference Banks to prime banks in the London interbank market at 11:00 A.M. (London time) on the date of such Dollar Swingline Advance for an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing outstanding during such Interest Period and for a period equal to such Interest Period; provided that if only one Reference Bank is able to provide the rates as described above, each Swingline Lender shall supply the Swingline Agent with its rate for same day funding in Dollars to prime banks in the London interbank market at 11:00 A.M. (London time) on the date of such Dollar Swingline Advance for an amount substantially equal to the amount equal to such Swingline Lender’s ratable share of such Borrowing outstanding during such Interest Period and for a period equal to such Interest Period and such rate shall be payable to such Swingline Lender plus (y) the Applicable Interest Rate Margin plus (z) Mandatory Cost, if any, payable in arrears on the last day of such Interest Period; and

(ii) for each Dollar Swingline Advance requested after 10:30 A.M. (London time) and before 12:00 P.M. (New York time), a rate per annum equal at all times during the Interest Period for such Dollar Swingline Advance to the higher of (a) the rate of interest announced publicly by JPMorgan Chase Bank, N.A. in New York, New York, from time to time, as JPMorgan Chase Bank, N.A.’s prime rate and (b) one-half of one percent above the Federal Funds Effective Rate, payable in arrears on the last day of such Interest Period.

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(b) Agent’s Fees . PMI shall pay to the Facility Agent and Swingline Agent for its own account such fees as may from time to time be agreed between PMI and such Agent.

(b) Term-Out Option . PMI may, by written notice to the Facility Agent, which shall promptly notify the Lenders, not later than 15 Business Days prior to the Termination Date (the “ Term Notice ”), extend the maturity date for all Term Advances outstanding at the close of business New York time on the Termination Date to the date specified in the Term Notice, which shall be no later than the first anniversary of the Termination Date; provided that, on the date of the Term Notice and on the Termination Date, (i) no event has occurred and is continuing that constitutes a Default or Event of Default and (ii) the representations contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct; and provided , further , that the option provided for in this Section 2.14 may be exercised only once. If a Term Notice is given, each Borrower shall repay to the Facility Agent, for the ratable account of the Term Lenders on the maturity date set forth in such Term Notice, the unpaid principal amount of the Term Advances then outstanding. Upon the effectiveness of the extension provided for in this Section 2.14(b), all terms of this Agreement shall remain in full force and effect. The Borrower agrees that it will, upon the request of any Term Lender through the Facility Agent, issue a new Term Note in favor of such Term Lender reflecting the extended maturity date, in exchange for the Term Note held by such Term Lender, which shall be promptly returned to the Borrower and marked “cancelled”.

(ii) Swingline Advances . Each Borrower may, upon notice to the Swingline Agent by 9:00 A.M. (London time) on the date of the prepayment stating the aggregate principal amount of the prepayment, and, if such notice is given such Borrower shall, prepay the outstanding principal amount of the Swingline

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Advances comprising part of the same Swingline Borrowing in whole or ratably in part; provided , however , that each partial prepayment shall be in an aggregate principal amount of no less than €1,000,000 or $1,000,000, as the case may be.

(b) Mandatory Prepayments . (i) If the Facility Agent notifies PMI that, on any interest payment date, the sum of (A) the aggregate principal amount of all Revolving Credit Advances and Swingline Advances denominated in Euro then outstanding plus (B) the Equivalent in Euro (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Revolving Credit Advances and Swingline Advances denominated in Dollars then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, PMI and each other Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Revolving Credit Advances and Swingline Advances owing by such Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date.

(ii) In the event that there shall be a Capital Markets Financing Transaction, PMI shall prepay outstanding Term Advances in an aggregate amount equal to 50% of the net proceeds, rounded to the nearest million (with $500,000 being rounded upward), of such Capital Markets Financing Transaction received by PMI or received by a Subsidiary of PMI that has issued securities in such Capital Markets Financing Transaction guaranteed by PMI, on the last day of the current Interest Period for such Term Advances.

(iii) The Facility Agent shall give prompt notice of any prepayment required under this Section 2.15(b) to the Borrowers and the Lenders. Prepayments under Section 2.15(b)(i) shall be allocated first to Swingline Advances, ratably among the Swingline Lenders; and any excess amount shall then be allocated to Revolving Credit Advances comprising part of the same Revolving Credit Borrowing selected by the applicable Borrower, ratably among the Revolving Credit Lenders. Prepayments under Section 2.15(b)(ii) shall be allocated to Term Advances ratably among the Term Lenders.

(c) Each prepayment made pursuant to this Section 2.15 shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and any additional amounts which such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.4(b).

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(b) Reduction in Lender’s Rate of Return . In the event that, after the date hereof, the implementation of or any change in any law or regulation, or any guideline or directive (whether or not having the force of law) or the interpretation or administration thereof by any central bank or other authority charged with the administration thereof, imposes, modifies or deems applicable any capital adequacy or similar requirement (including, without limitation, a request or requirement which affects the manner in which any Lender allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of such Lender, the rate of return on such Lender’s capital as a consequence of its obligations hereunder is reduced to a level below that which such Lender could have achieved but for such circumstances, but reduced to the extent that Borrowings are outstanding from time to time, then in each such case, upon demand from time to time PMI shall pay to such Lender such additional amount or amounts as shall compensate such Lender for such reduction in rate of return; provided that, in the case of each Lender, such additional amount or amounts shall not exceed 0.15 of 1% per annum of such Lender’s Commitment. A certificate of such Lender as to any such additional amount or amounts shall be conclusive and binding for all purposes, absent manifest error. Except as provided below, in determining any such amount or amounts each Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, each Lender shall take all reasonable actions to avoid the imposition of, or reduce the amounts of, such increased costs, provided that such actions, in the reasonable judgment of such Lender, will not be otherwise disadvantageous to such Lender, and, to the extent possible, each Lender will calculate such increased costs based upon the capital requirements for its Commitment hereunder and not upon the average or general capital requirements imposed upon such Lender.

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(b) Computation of Interest and Fees . All computations of interest and commitment fees shall be made by the Facility Agent or the Swingline Agent on the basis of a year of 360 days, or in the case of interest payable pursuant to Section 2.12(b)(ii), 365/366 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Facility Agent or the Swingline Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) Payment Due Dates . Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided , however , that if such extension would cause payment of interest on or principal of EURIBOR Advances or LIBOR Advances to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day.

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(d) Presumption of Borrower Payment . Subject to Section 2.11(b), unless the Facility Agent receives notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Facility Agent may assume that such Borrower has made such payment in full to the Facility Agent on such date and the Facility Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower has not made such payment in full to the Facility Agent, each Lender shall repay to the Facility Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Facility Agent at the cost of funds incurred by the Facility Agent in respect of such amount.

(e) Default Interest . Upon the occurrence and during the continuance of an Event of Default, each Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in Section 2.6 or Section 2.12, at a rate per annum equal at all times to 1% per annum above the rate per annum required to be paid on such Advance.

(b) If any Borrower or PMI shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.19) such Lender or

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Agent (as the case may be), receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower or PMI shall make such deductions and (iii) such Borrower or PMI shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If clause (i) of this Section 2.19(b) is unenforceable for any reason in respect of any Borrower, then:

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

(c) In addition, each Borrower or PMI shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement (hereinafter referred to as “ Other Taxes ”).

(d) Each Borrower and PMI shall indemnify each Lender and each Agent for and hold it harmless against the full amount of Taxes or Other Taxes (including, without limitation, Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.19) paid by such Lender or Agent (as the case may be), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or Agent (as the case may be), makes written demand therefor.

(e) Within 30 days after the date of any payment of Taxes, each Borrower and PMI shall furnish to the relevant Agent at its address referred to in Section 9.2, the original or a certified copy of a receipt evidencing such payment. If any Borrower or PMI determines that no Taxes are payable in respect thereof, such Borrower or PMI shall, at the request of the relevant Agent, furnish or cause the payor to furnish, such Agent and each Lender