Exhibit 10.29
EXECUTION
VERSION
AMENDMENT AND WAIVER TO
THE
CREDIT AGREEMENT
THIS AMENDMENT AND
WAIVER, dated as of
February 6, 2009 (this “ Amendment and Waiver
”), is an amendment to and waiver of certain provisions of
that certain Credit Agreement, dated as of 4 December 2007,
relating to a 5-Year Revolving Credit Facility and a 3-Year
Revolving Credit Facility (the “ Credit Agreement
”), by and among PHILIP MORRIS INTERNATIONAL INC., as
borrower (“ PMI ”), the Lenders party thereto,
and JPMORGAN EUROPE LIMITED, as facility agent and swingline agent
(the “ Facility Agent ”).
W
I T N
E S S E T
H
WHEREAS, PMI has requested certain amendments and waivers
to the Credit Agreement to effect the non- pro rata
termination of the Revolving Credit Commitments of Lehman
Commercial Paper Inc., UK Branch (“ LCPI ”)
and
WHEREAS, LCPI and the Revolving Credit Lenders holding at
least 50.1% of the aggregate Revolving Credit Commitments have
approved the amendment and waiver of certain provisions of the
Credit Agreement in accordance with Section 9.1 of the Credit
Agreement and the terms hereof and subject to the conditions set
forth herein.
NOW, THEREFORE,
the parties hereto agree as
follows:
SECTION 1. Defined Terms
.
For the purposes of this Amendment
and Waiver, all capitalized terms used but not otherwise defined
herein shall have the respective meanings assigned to such terms in
the Credit Agreement.
SECTION 2. Amendments
.
It is the intention of the parties
hereto that the Revolving Credit Commitments of LCPI under the
Credit Agreement be irrevocably terminated in whole on a non-
pro rata basis (the “ LCPI Commitment
Termination ”), effective as of the Effective Date
(defined below). LCPI shall no longer have any obligation to fund
any amount of or extend any credit under the Credit Agreement,
provided that LCPI shall remain entitled to its rights pursuant to
indemnification and other provisions of the Credit Agreement which
by their terms would survive the repayment of the Credit Agreement
and the LCPI Commitment Termination. In order to reflect the LCPI
Commitment Termination, all references to “Lehman Commercial
Paper Inc.” contained in the Credit Agreement and the
Schedules thereto shall be deleted in their entirety, including,
without limitation, the following:
(a) Schedule 4A shall be amended to
remove “Lehman Commercial Paper Inc., UK Branch
US$307,500,000” from the list of Tranche A Revolving Credit
Commitments and to replace “TOTAL US$3,000,000,000”
with “TOTAL US$2,692,500,000”; and
(b) Schedule 4B shall be amended to
remove “Lehman Commercial Paper Inc., UK Branch
US$102,500,000” from the list of Tranche B Revolving Credit
Commitments and to replace “TOTAL US$1,000,000,000”
with “TOTAL US$897,500,000.”
SECTION 3. Waivers
.
In connection with the LCPI
Commitment Termination, any provision of the Credit Agreement that
may be read to conflict with such termination is hereby waived, in
each case solely in relation to the Revolving Credit Commitments of
LCPI, including, without limitation, compliance with
Section 2.14(a) of the Credit Agreement (Termination or
Reduction
