ContractGuarantee • February 9th, 2009 • Altria Group, Inc. • Cigarettes • New York
GUARANTEE, dated as of February 6, 2009 (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 10.20% Notes due 2039 (collectively, the “Debt Securities”) of Altria Group, Inc., a Virginia corporation (the “Issuer”).
ALTRIA GROUP, INC. (the “Company”) Debt Securities TERMS AGREEMENTTerms Agreement • February 9th, 2009 • 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:
