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Exhibit 4.1
THIS FIRST SUPPLEMENTAL
INDENTURE , dated as of February 13, 2008, is between
ALTRIA GROUP, INC. (formerly known as Philip Morris
Companies Inc.), a Virginia corporation (hereinafter called the
“Company”), having its principal office at 120 Park
Avenue, New York, New York 10017, and THE BANK OF NEW YORK
(as successor in interest to JPMorgan Chase Bank, formerly known as
The Chase Manhattan Bank), a New York corporation, as trustee
(hereinafter called the “Trustee”).
RECITALS
The Company and the Trustee
are parties to an Indenture, dated as of December 2, 1996 (the
“Indenture”), relating to the issuance from time to
time by the company of its Debt Securities on terms to be specified
at the time of issuance. Capitalized terms herein, not otherwise
defined, shall have the meanings given them in the
Indenture.
The Company has requested
that the Trustee join with it in the execution and delivery of this
First Supplemental Indenture in order to amend Article Eight of the
Indenture to clarify the applicability of such article to the
Company’s proposed distribution to its stockholders of 100%
of the outstanding common stock of Philip Morris International
Inc., a Virginia corporation.
Pursuant to Section 902
of the Indenture, the Company must obtain the consents of more than
50% in aggregate principal amount of the Outstanding Securities of
each series of Securities then Outstanding that is affected by a
proposed amendment to the Indenture. To date the Company has
obtained consents, pursuant to an Offer to Purchase and Consent
Solicitation Statement, dated January 31, 2008 (the
“Offer to Purchase”), of holders of more than 50% of
the outstanding aggregate principal amount of each of the 5.625%
Notes due 2008 (CUSIP - 02209SAB9), 7.000% Notes due 2013 (CUSIP -
02209SAA1) and 7.750% Notes due 2027 (CUSIP - 718154CF2)
(collectively, the “Consenting Securities”) to amend
the Indenture as set forth herein and to execute and deliver this
First Supplemental Indenture.
The Company has furnished the
Trustee with an Opinion of Counsel complying with the requirements
of Section 903 of the Indenture, stating that the execution of
this First Supplemental Indenture is authorized or permitted by the
Indenture, and has delivered to the Trustee a Board Resolution
authorizing the execution and delivery of this First Supplemental
Indenture and an Officer’s Certificate, together with such
other documents as may have been required by Section 102 of
the Indenture.
All things necessary to make
this First Supplemental Indenture a valid agreement of the Company
and the Trustee and a valid amendment of and supplement to the
Indenture have been done.
NOW, THEREFORE, THIS FIRST
SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of
the premises, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of Securities, as
follows:
A. AMENDMENT TO THE
INDENTURE
1. Section 801 of the
Indenture is amended to read in its entirety as follows:
(a) The Company shall not consolidate
with or merge into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person
unless:
(1) the corporation formed by such
consolidat
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