Exhibit 4.1
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
”).
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 November 4, 2008, among the Issuer, the
Guarantor and the Trustee, and any other amounts payable by the
Guarantor under the Indenture.
(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 Guarantor ranking (a) pari passu
with all existing
