ContractGuarantee • December 22nd, 2008 • Altria Group, Inc. • Cigarettes • New York
GUARANTEE, dated as of December 22, 2008 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 7.125% Notes due 2010 (collectively, the “Debt Securities”) of Altria Group, Inc., a Virginia corporation (the “Issuer”).
ALTRIA GROUP, INC. (the “Company”) Debt Securities TERMS AGREEMENTTerms Agreement • December 22nd, 2008 • Altria Group, Inc. • Cigarettes
On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement relating to Debt Securities and Warrants to Purchase Debt Securities dated as of November 4, 2008 in connection with Altria Group, Inc.’s and Philip Morris USA Inc.’s registration statement on Form S-3 (No. 333-155009) and which is incorporated herein by reference (the “Underwriting Agreement”), the following securities (“Securities”) on the following terms:
364-DAY BRIDGE LOAN AGREEMENT Dated as of December 19, 2008 Among ALTRIA GROUP, INC. and THE INITIAL LENDERS NAMED HEREIN and JPMORGAN CHASE BANK, N.A. and GOLDMAN SACHS CREDIT PARTNERS L.P. as Administrative Agents and CITICORP NORTH AMERICA, INC....364-Day Bridge Loan Agreement • December 22nd, 2008 • Altria Group, Inc. • Cigarettes • New York
ALTRIA GROUP, INC., a Virginia corporation (“Altria”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A. (“JPMCB”) and GOLDMAN SACHS CREDIT PARTNERS L.P. (“Goldman Sachs”), as administrative agents (each, in such capacity, an “Administrative Agent”), CITICORP NORTH AMERICA, INC., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., SANTANDER INVESTMENT SECURITIES INC., HSBC SECURITIES (USA) INC. and THE BANK OF NOVA SCOTIA, as syndication agents (each, in such capacity, a “Syndication Agent”) and 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 (each, in such capacity, a “Co-Arranger”) for the Lenders (as hereinafter defined), agree as follows:
