On July 11, 2022, Mondelez International, Inc. entered into a term loan credit agreement pursuant to which they may incur up to $2.0 billion of term loans with an initial 18 month term (subject to the extension mechanic described below) with the lenders named in the Term Credit Agreement and Mizuho Bank Ltd., as administrative agent. Under the Term Credit Agreement, they may, on up to four funding dates within eight months after the Effective Date, draw up to $2.0 billion of term loans with an initial maturity 18 months after the funding date of the applicable loans. They may request that the maturity date of outstanding term loans borrowed on the same funding be extended by an additional six months, by delivering an extension request at least 30 days, but not more than 60 days, prior to the maturity date of the such term loans.

Each lender may decide whether or not to agree to the extension request in its sole discretion. No more than one extension request may be made with respect to any series of term loans borrowed on the same funding date. Amounts borrowed and repaid under the Term Credit Agreement may not be reborrowed.

They have the right, subject to certain conditions, to prepay in whole or in part any outstanding term loans and terminate in whole or reduce ratably in part the unused portions of the respective commitments of the lenders. All term loans under the Term Credit Agreement will bear interest at a variable annual rate based on SOFR, or base rate, at election, plus an applicable margin (as determined pursuant to the Term Credit Agreement). The applicable margin will be determined by reference to the rating of long-term senior unsecured debt.

The Term Credit Agreement requires they to maintain a minimum shareholders' equity of not less than $25.0 billion. The Term Credit Agreement's definition of minimum shareholder equity excludes accumulated other comprehensive income or losses, the cumulative effects of any changes in accounting principles, and any income or losses recognized in connection with the ongoing application of any “mark-to-market” accounting adopted in respect of pension and other retirement plans. The Term Credit Agreement also contains customary representations, covenants and events of default.

They expect to use the Term Credit Agreement for general corporate purposes. Some of the lenders under the Term Credit Agreement and their affiliates have various relationships with they and subsidiaries involving the provision of financial services, including cash management, investment banking and trust services. In addition, they and certain of subsidiaries have entered into foreign exchange and other derivatives arrangements with certain of the lenders and their affiliates.