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Exhibit 4.2
THIS THIRD 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
Chemical 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 August 1, 1990, as
supplemented and amended by a First Supplemental Indenture, dated
as of February 1, 1991 and a Second Supplemental Indenture,
dated as of January 21, 1992 (collectively, 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
Third 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.
As required by
Section 902 of the Indenture, the Company has obtained the
consents, pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated January 31, 2008 (the “Offer to
Purchase”), of holders of at least a majority of the
outstanding aggregate principal amount of the 7.650% Notes due 2008
(CUSIP - 718154CC9) (the “Notes”) to amend the
Indenture as set forth herein and to execute and deliver this Third
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 Third 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 Third 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 Third 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 THIRD
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
consolidation or into which the Company is merged or the Person
which acquires by conveyance or transf
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