Exhibit
10.3
GUARANTEE, dated as of September 8, 2008 (as amended from time to
time, this “ Guarantee ”), made by Philip Morris
USA Inc., a Virginia corporation (the “ Guarantor
”), in favor of The Bank of New York (as successor in
interest to JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank), as trustee (“ Trustee ”) for
the holders of the 5.625% Notes due 2008, 7.000% Notes due 2013,
and 7.750% Debentures due 2027 (collectively, the “ Debt
Securities ”) of Altria Group, Inc., a Virginia
corporation (the “ Issuer ”).
WITNESSETH:
SECTION 1. Guarantee
. (a) The Guarantor hereby unconditionally
guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of the principal of,
premium, if any, and interest on the Debt Securities (the “
Obligations ”), according to the terms of the Debt
Securities and as more fully described in the Indenture (as
amended, modified or otherwise supplemented from time to time, the
“ Indenture ”), dated as of December 2,
1996, between the Issuer and the Trustee.
(b) It is the intention of the Guarantor that this
Guarantee not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar federal or state
law to the extent applicable to this Guarantee. To effectuate the
foregoing intention, the amount guaranteed by the Guarantor under
this Guarantee shall be limited to the maximum amount as will,
after giving effect to such maximum amount and all other contingent
and fixed liabilities of the Guarantor that are relevant under such
laws, result in the Obligations of the Guarantor under this
Guarantee not constituting a fraudulent transfer or conveyance. For
purposes hereof, “Bankruptcy Law” means Title 11, U.S.
Code, or any similar federal or state law for the relief of
debtors.
SECTION 2. Guarantee Absolute
. The Guarantor guarantees that the Obligations will be
paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the
rights of holders of the Debt Securities with respect thereto. The
liability of the Guarantor under this Guarantee shall be absolute
and unconditional irrespective of:
(i) any lack of validity, enforceability or genuineness
of any provision of the Indenture, the Debt Securities or any other
agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment
of, or in any other term of, all or any of the Obligations, or any
other amendment or waiver of or any consent to departure from the
Indenture;
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guarantee, for all or any of the
Obligations; or
(iv) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Issuer or
a guarantor.
SECTION 3. Subordination
. The Guarantor covenants and agrees that its obligation
to make payments of the Obligations hereunder constitutes an
unsecured obligation of the
