GUARANTEE, dated as of February 14, 2019 (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 5.950% Notes due 2049 (the Debt Securities) of Altria Group, Inc., a Virginia corporation (the Issuer).
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.