exv10w1



 







Execution Copy




U.S.$1,000,000,000




364-DAY REVOLVING CREDIT AGREEMENT




Dated as of March 31, 2006




Among




ALTRIA GROUP, INC.




and




THE INITIAL LENDERS NAMED HEREIN




and




JPMORGAN CHASE BANK, N.A.




and




CITIBANK, N.A.




as Administrative Agents




and




CREDIT SUISSE SECURITIES (USA) LLC




and




DEUTSCHE BANK SECURITIES INC.




as Syndication Agents




and




ABN AMRO BANK N.V.




and




BNP PARIBAS




and




HSBC BANK USA, NATIONAL ASSOCIATION




and




UBS LOAN FINANCE LLC




as
Arrangers and Documentation Agents




* * * * * * * * * *




J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.,

CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC.




as
Joint Lead Arrangers and Bookrunners





 









 








Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01. Certain Defined Terms
	 	 	1	 
	Section 1.02. Computation of Time Periods
	 	 	10	 
	Section 1.03. Accounting Terms
	 	 	10	 
	 
	 	 	 	 
	ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
	 	 	11	 
	 
	 	 	 	 
	Section 2.01. The Pro Rata Advances
	 	 	11	 
	Section 2.02. Making the Pro Rata Advances
	 	 	11	 
	Section 2.03. Repayment of Pro Rata Advances
	 	 	13	 
	Section 2.04. Interest on Pro Rata Advances
	 	 	13	 
	Section 2.05. Additional Interest on LIBO Rate Advances
	 	 	13	 
	Section 2.06. Conversion of Pro Rata Advances
	 	 	14	 
	Section 2.07. The Competitive Bid Advances
	 	 	14	 
	Section 2.08. LIBO Rate Determination
	 	 	18	 
	Section 2.09. Fees
	 	 	20	 
	Section 2.10. Termination or Reduction of the Commitments
	 	 	20	 
	Section 2.11. Prepayments
	 	 	20	 
	Section 2.12. Increased Costs
	 	 	21	 
	Section 2.13. Illegality
	 	 	22	 
	Section 2.14. Payments and Computations
	 	 	22	 
	Section 2.15. Taxes
	 	 	23	 
	Section 2.16.
Sharing of Payments, Etc.
	 	 	25	 
	Section 2.17. Evidence of Debt
	 	 	26	 
	Section 2.18. Use of Proceeds
	 	 	26	 
	 
	 	 	 	 
	ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING
	 	 	27	 
	 
	 	 	 	 
	Section 3.01. Conditions Precedent to Effectiveness
	 	 	27	 
	Section 3.02. Initial Advance to Each Designated Subsidiary
	 	 	28	 
	Section 3.03. Conditions Precedent to Each Pro Rata Borrowing
	 	 	29	 
	Section 3.04. Conditions Precedent to Each Competitive Bid Borrowing
	 	 	29	 






 i









 





Table
of Contents
(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	30	 
	 
	 	 	 	 
	Section 4.01. Representations and Warranties of Altria
	 	 	30	 
	 
	 	 	 	 
	ARTICLE V COVENANTS OF ALTRIA
	 	 	31	 
	 
	 	 	 	 
	Section 5.01. Affirmative Covenants
	 	 	31	 
	Section 5.02. Negative Covenants
	 	 	32	 
	 
	ARTICLE VI EVENTS OF DEFAULT
	 	 	34	 
	 
	Section 6.01. Events of Default
	 	 	34	 
	Section 6.02. Lenders’ Rights upon Event of Default
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VII THE ADMINISTRATIVE AGENTS
	 	 	36	 
	 
	 	 	 	 
	Section 7.01. Authorization and Action
	 	 	36	 
	Section 7.02. Administrative Agents’ Reliance, Etc.
	 	 	36	 
	Section 7.03. JPMorgan Chase, Citibank and Affiliates
	 	 	37	 
	Section 7.04. Lender Credit Decision
	 	 	37	 
	Section 7.05. Indemnification
	 	 	37	 
	Section 7.06. Successor Administrative Agents
	 	 	38	 
	Section 7.07. Syndication Agents and Arrangers and Documentation Agents
	 	 	38	 
	 
	 	 	 	 
	ARTICLE VIII GUARANTY
	 	 	39	 
	 
	 	 	 	 
	Section 8.01. Guaranty
	 	 	39	 
	Section 8.02. Guaranty Absolute
	 	 	39	 
	Section 8.03. Waivers
	 	 	39	 
	Section 8.04. Continuing Guaranty
	 	 	40	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	40	 
	 
	 	 	 	 
	Section 9.01. Amendments, Etc.
	 	 	40	 
	Section 9.02. Notices, Etc.
	 	 	41	 
	Section 9.03. No Waiver; Remedies
	 	 	42	 
	Section 9.04. Costs and Expenses
	 	 	42	 
	Section 9.05. Right of Set-Off
	 	 	43	 






 ii









 






Table
of Contents
(continued)





	 	 	 	 	 
	 	 	Page
	Section 9.06. Binding Effect
	 	 	44	 
	Section 9.07. Assignments and Participations
	 	 	44	 
	Section 9.08. Designated Subsidiaries
	 	 	47	 
	Section 9.09. Governing Law
	 	 	47	 
	Section 9.10. Execution in Counterparts
	 	 	47	 
	Section 9.11. Jurisdiction, Etc.
	 	 	47	 
	Section 9.12. Confidentiality
	 	 	48	 
	Section 9.13. Integration
	 	 	48	 
	Section 9.14. USA Patriot Act Notice
	 	 	49	 






SCHEDULE




	 	 	 	 	 
	Schedule I

	 	-
	 	List of Applicable Lending Offices
	Schedule II

	 	-
	 	Certain Subsidiary Information
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit A-1

	 	-
	 	Form of Pro Rata Note
	Exhibit A-2

	 	-
	 	Form of Competitive Bid Note
	Exhibit B-1

	 	-
	 	Form of Notice of Pro Rata Borrowing
	Exhibit B-2

	 	-
	 	Form of Notice of Competitive Bid Borrowing
	Exhibit C

	 	-
	 	Form of Assignment and Acceptance
	Exhibit D

	 	-
	 	Form of Designation Agreement
	Exhibit E-1

	 	-
	 	Form of Opinion of Counsel for Altria
	Exhibit E-2

	 	-
	 	Form of Opinion of Counsel for Altria
	Exhibit F

	 	-
	 	Form of Opinion of Counsel for Designated Subsidiary
	Exhibit G

	 	-
	 	Form of Opinion of Counsel for JPMorgan Chase, as Adminstrative Agent







 iii









 








364-DAY REVOLVING CREDIT AGREEMENT




Dated as of March 31, 2006




          ALTRIA GROUP, INC., a Virginia corporation (“Altria”), the banks, financial
institutions and other institutional lenders (the “Initial Lenders”) listed on the
signature pages hereof, and JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”) and CITIBANK, N.A.
(“Citibank”), as administrative agents (each, in such capacity, an “Administrative
Agent”), CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC., as syndication
agents (each, in such capacity, a “Syndication Agent”) and ABN AMRO BANK N.V., BNP PARIBAS,
HSBC BANK USA, NATIONAL ASSOCIATION and UBS LOAN FINANCE LLC, as arrangers and documentation agents
(each, in such capacity, an “Arranger and Documentation Agent”) for the Lenders (as
hereinafter defined), agree as follows:




ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




          Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):





     “Advance” means a Pro Rata Advance or a Competitive Bid Advance.




     “Agents” means each Administrative Agent, each Syndication Agent and each
Arranger and Documentation Agent.




     “Applicable Facility Fee Rate” means, for any period, a percentage per annum
equal to 0.0800%.




     “Applicable Interest Rate Margin” means for any Interest Period a percentage
per annum equal to 0.3700% provided that for any day during any Interest Period that
the aggregate amount of Advances outstanding under this Agreement and the 5-Year Facility
exceeds 50% of the aggregate amount of Commitments under this Agreement and commitments
under the 5-Year Facility, the Applicable Interest Rate Margin shall be increased by 0.1000%
per annum.




     “Applicable Lending Office” means, with respect to each Lender, such Lender’s
Domestic Lending Office in the case of a Pro Rata Advance and, in the case of a Competitive
Bid Advance, the office of such Lender notified by such Lender to JPMorgan Chase, as
Administrative Agent, as its Applicable Lending Office with respect to such Competitive Bid
Advance.




     “Assignment and Acceptance” means an assignment and acceptance entered into by
a Lender and an Eligible Assignee, and accepted by JPMorgan Chase, as Administrative Agent,
in substantially the form of Exhibit C hereto.



 









 






     “Base Rate” means a fluctuating interest rate per annum in effect from time to
time, which rate per annum shall at all times be equal to the higher of:




               (i) the rate of interest announced publicly by JPMorgan Chase in New York, New York,
from time to time, as JPMorgan Chase’s prime rate; and




               (ii) 1/2 of one percent per annum above the Federal Funds Effective Rate.




     “Base Rate Advance” means a Pro Rata Advance that bears interest as provided in
Section 2.04(a)(i).




     “Board” means the Board of Governors of the Federal Reserve System of the
United States (or any successor).




     “Borrowers” means, collectively, Altria and each Designated Subsidiary that
shall become a party to this Agreement pursuant to Section 9.08.




     “Borrowing” means a Pro Rata Borrowing or a Competitive Bid Borrowing.




     “Business Day” means a day of the year on which banks are not required or
authorized by law to close in New York City and, if the applicable Business Day relates to
any LIBO Rate Advances or Floating Rate Bid Advances, on which dealings are carried on in
the London interbank market and banks are open for business in London.




     “Commitment” means as to any Lender (i) the Dollar amount set forth opposite
such Lender’s name on the signature pages hereof or (ii) if such Lender has entered into an
Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register
maintained by JPMorgan Chase, as Administrative Agent, pursuant to Section 9.07(d), in each
case as such amount may be reduced pursuant to Section 2.10.




     “Competitive Bid Advance” means an advance by a Lender to any Borrower as part
of a Competitive Bid Borrowing resulting from the competitive bidding procedure described in
Section 2.07 and refers to a Fixed Rate Bid Advance or a Floating Rate Bid Advance.




     “Competitive Bid Borrowing” means a borrowing consisting of simultaneous
Competitive Bid Advances from each of the Lenders whose offer to make one or more
Competitive Bid Advances as part of such borrowing has been accepted under the competitive
bidding procedure described in Section 2.07.




     “Competitive Bid Note” means a promissory note of any Borrower payable to the
order of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing the
indebtedness of such Borrower to such Lender resulting from a Competitive Bid Advance made
by such Lender to such Borrower.




     “Competitive Bid Reduction” has the meaning specified in Section 2.01.



2









 






     “Consolidated Tangible Assets” means the total assets appearing on a
consolidated balance sheet of Altria and its Subsidiaries (as reduced by the total assets
appearing on the consolidated balance sheet of Kraft Foods Inc. and its Subsidiaries), less
goodwill and other intangible assets and the minority interests of other Persons in such
Subsidiaries (as reduced by the goodwill and other intangible assets of Kraft Foods Inc. and
its Subsidiaries and the minority interests of other Persons in such Subsidiaries), all as
determined in accordance with accounting principles generally accepted in the United States,
except that if there has been a material change in an accounting principle as compared to
that applied in the preparation of the financial statements of Altria and its Subsidiaries
as at and for the year ended December 31, 2005, then such new accounting principle shall not
be used in the determination of Consolidated Tangible Assets. A material change in an
accounting principle is one that, in the year of its adoption, changes Consolidated Tangible
Assets at any quarter in such year by more than 10%.




     “Convert,” “Conversion” and “Converted” each refers to a
conversion of Pro Rata Advances of one Type into Pro Rata Advances of the other Type
pursuant to Section 2.06, 2.08 or 2.13.




     “Debt” means, without duplication, (a) indebtedness for borrowed money or for
the deferred purchase price of property or services, whether or not evidenced by bonds,
debentures, notes or similar instruments, (b) obligations as lessee under leases that, in
accordance with accounting principles generally accepted in the United States, are recorded
as capital leases, (c) obligations as an account party or applicant under letters of credit
(other than trade letters of credit incurred in the ordinary course of business) to the
extent such letters of credit are drawn and not reimbursed within five Business Days of such
drawing, (d) the aggregate principal (or equivalent) amount of financing raised through
outstanding securitization financings of accounts receivable, and (e) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to
purchase or otherwise acquire, or otherwise to assure a creditor against loss (including by
way of (i) granting a security interest or other Lien on property or (ii) having a
reimbursement obligation under or in respect of a letter of credit or similar arrangement
(to the extent such letter of credit is not collateralized by assets (other than Operating
Assets) having a fair value equal to the amount of such reimbursement obligation), in either
case in respect of, indebtedness or obligations of any other Person of the kinds referred to
in clause (a), (b), (c) or (d) above). For the avoidance of doubt, the following shall not
constitute “Debt” for purposes of this Agreement: (A) any obligation that is
fully non-recourse to Altria or any of its Subsidiaries, (B) intercompany debt of
Altria or any of its Subsidiaries, (C) any appeal bond or other arrangement to secure a stay
of execution on a judgment or order, provided that any such appeal bond or other arrangement
issued by a third party in connection with such arrangement shall constitute Debt to the
extent Altria or any of its Subsidiaries has a reimbursement obligation to such third party
that is not collateralized by assets (other than Operating Assets) having a fair value equal
to the amount of such reimbursement obligation, (D) unpaid judgments, or (E) defeased
indebtedness.




     “Default” means any event specified in Section 6.01 that would constitute an
Event of Default but for the requirement that notice be given or time elapse or both.



3









 






     “Designated Subsidiary” means any wholly-owned Subsidiary of Altria designated
for borrowing privileges under this Agreement pursuant to Section 9.08.




     “Designation Agreement” means, with respect to any Designated Subsidiary, an
agreement in the form of Exhibit D hereto signed by such Designated Subsidiary and Altria.




     “Dollars” and the “$” sign each means lawful currency of the United
States of America.




     “Domestic Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or
in the Assignment and Acceptance pursuant to which it became a Lender, or such other office
of such Lender as such Lender may from time to time specify to Altria and JPMorgan Chase, as
Administrative Agent.




     “Earnings Before Income Taxes” means, for any accounting period, income or loss
from continuing operations for such period, as determined in accordance with accounting
principles generally accepted in the United States, plus total federal, state and foreign
income taxes which have been included in the determination of earnings or losses from
continuing operations for such period in accordance with accounting principles generally
accepted in the United States and amounts which, in the determination of earnings or losses
from continuing operations for such period, have been deducted for the items referred to in
the definition of the term “Fixed Charges,” except that if there has been a material change
in an accounting principle as compared to that applied in the preparation of the financial
statements of Altria and its Subsidiaries as at and for the year ended December 31, 2005,
then such new accounting principle shall not be used in the determination of Earnings Before
Income Taxes. A material change in an accounting principle is one that, in the year of its
adoption, changes Earnings Before Income Taxes or Fixed Charges for any quarter in such year
by more than 10%.




     “Effective Date” has the meaning specified in Section 3.01.




     “Eligible Assignee” means (i) a commercial bank organized under the laws of the
United States, or any State thereof, and having total assets in excess of $5,000,000,000;
(ii) a commercial bank organized under the laws of any other country which is a member of
the Organization for Economic Cooperation and Development (or any successor)
(“OECD”), or a political subdivision of any such country, and having total assets in
excess of $5,000,000,000, provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is also a member of
the OECD or the Cayman Islands; (iii) the central bank of any country which is a member of
the OECD; (iv) a commercial finance company or finance Subsidiary of a corporation organized
under the laws of the United States, or any State thereof, and having total assets in excess
of $3,000,000,000; (v) an insurance company organized under the laws of the United States,
or any State thereof, and having total assets in excess of $5,000,000,000; (vi) any Lender;
(vii) an affiliate of any Lender; and (viii) any other bank, commercial finance company,
insurance company or other Person approved in



4









 






writing by Altria, which approval shall be
notified to JPMorgan Chase, as Administrative Agent.




     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated and rulings issued thereunder.




     “ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a
member of any Borrower’s controlled group, or under common control with any Borrower, within
the meaning of Section 414 of the Internal Revenue Code.




     “ERISA Event” means (a) (i) the occurrence with respect to a Plan of a
reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice
requirement with respect thereto has been waived by the Pension Benefit Guaranty Corporation
(or any successor) (“PBGC”), or (ii) the requirements of subsection (1) of Section
4043(b) of ERISA (without regard to subsection (2) of such section) are met with respect to
a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event
described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
reasonably expected to occur with respect to such Plan within the following 30 days; (b) the
application for a minimum funding waiver with respect to a Plan; (c) the provision by the
administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section
4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to
in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Borrower
or Altria or any of their ERISA Affiliates in the circumstances described in Section 4062(e)
of ERISA; (e) the withdrawal by any Borrower or Altria or any of their ERISA Affiliates from
a Multiple Employer Plan during a plan year for which it was a substantial employer, as
defined in Section 4001(a)(2) of ERISA; (f) the conditions set forth in Section 302(f)(1)(A) and (B) of
ERISA to the creation of a lien upon property or rights to property of any Borrower or
Altria or any of their ERISA Affiliates for failure to make a required payment to a Plan are
satisfied; (g) the adoption of an amendment to a Plan requiring the provision of security to
such Plan, pursuant to Section 307 of ERISA; or (h) the termination of a Plan by the PBGC
pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in
Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of
a trustee to administer, a Plan.




     “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation
D of the Board, as in effect from time to time.




     “Eurocurrency Lending Office” means, with respect to any Lender, the office of
such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule I
hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no
such office is specified, its Domestic Lending Office), or such other office of such Lender
as such Lender may from time to time specify to Altria and JPMorgan Chase, as Administrative
Agent.



5









 






     “Eurocurrency Rate Reserve Percentage” for any Interest Period, for all LIBO
Rate Advances or Floating Rate Bid Advances comprising part of the same Borrowing, means the
reserve percentage applicable two Business Days before the first day of such Interest Period
under regulations issued from time to time by the Board for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for a member bank of the Federal Reserve System in New York City with
respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities that includes deposits by reference to
which the interest rate on LIBO Rate Advances or Floating Rate Bid Advances is determined)
having a term equal to such Interest Period.




     “Event of Default” has the meaning specified in Section 6.01.




     “Existing Loan Agreement” means Altria’s existing U.S.$1,000,000,000 364-Day
Revolving Credit Agreement dated as of April 15, 2005.




     “Federal Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended
from time to time.




     “Federal Funds Effective Rate” means, for any period, a fluctuating interest
rate per annum equal, for each day during such period, to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) on Telerate Page 120 (or any
successor page), or, if such rate is not so published for any day that is a Business
Day, the average of the quotations for such day on such transactions received by JPMorgan
Chase, as Administrative Agent, from three Federal funds brokers of recognized standing
selected by it.




     “5-Year Facility” means the U.S.$4,000,000,000 5-Year Revolving Credit
Agreement dated as of April 15, 2005 among Altria and the agents and lenders parties
thereto.




     “Fixed Charges” means, for any accounting period, the sum of (a) interest,
whether expensed or capitalized, in respect of any Debt outstanding during such period,
plus (b) amortization of debt expense and discount or premium relating to any Debt
outstanding during such period, whether expensed or capitalized, plus (c) such
portion of rental expense as can be demonstrated to be representative of the interest factor
in the particular case, all as to be applicable to continuing operations and determined in
accordance with accounting principles generally accepted in the United States, except that
if there has been a material change in an accounting principle as compared to that applied
in the preparation of the financial statements of Altria as at and for the year ended
December 31, 2005, then such new accounting principle shall not be used in the determination
of Fixed Charges. A material change in an accounting principle is one that, in the year of
its adoption, changes Earnings Before Income Taxes or Fixed Charges for any quarter in such
year by more than 10%.



6









 






     “Fixed Rate Bid Advance” means a Competitive Bid Advance bearing interest based
on a fixed rate per annum as specified in the relevant Notice of Competitive Bid Borrowing.




     “Floating Rate Bid Advance” means a Competitive Bid Advance bearing interest at
a rate of interest quoted as a margin over the LIBO Rate as specified in the relevant Notice
of Competitive Bid Borrowing.




     “Home Jurisdiction Withholding Taxes” means (a) in the case of Altria,
withholding for United States income taxes, United States back-up withholding taxes and
United States withholding taxes and (b) in the case of a Designated Subsidiary, withholding
taxes imposed by the jurisdiction under the laws of which such Designated Subsidiary is
organized or any political subdivision thereof.




     “Interest Period” means, for each LIBO Rate Advance comprising part of the same
Pro Rata Borrowing and each Floating Rate Bid Advance comprising part of the same
Competitive Bid Borrowing, the period commencing on the date of such LIBO Rate Advance or
Floating Rate Bid Advance or the date of Conversion of any Base Rate Advance into such LIBO
Rate Advance and ending on the last day of the period selected by the Borrower requesting
such Borrowing pursuant to the provisions below. The
duration of each such Interest Period shall be one, two, three or six months, or, if
available to all Lenders, nine months, as such Borrower may select upon notice received by
JPMorgan Chase, as Administrative Agent, not later than 11:00 A.M. (New York City time) on
the third Business Day prior to the first day of such Interest Period; provided,
however, that:




     (a) such Borrower may not select any Interest Period that ends after the Termination
Date;




     (b) whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to occur on the
next succeeding Business Day, provided that if such extension would cause the last
day of such Interest Period to occur in the next following calendar month, the last day of
such Interest Period shall occur on the immediately preceding Business Day; and




     (c) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the calendar month
that succeeds such initial calendar month by the number of months equal to the number of
months in such Interest Period, such Interest Period shall end on the last Business Day of
such succeeding calendar month.




     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and the rulings issued thereunder.




     “JPMorgan Chase’s Administrative Agent Account” means (a) the account of
JPMorgan Chase, as Administrative Agent, maintained by JPMorgan Chase, as Administrative
Agent, at its office at 1111 Fannin, Houston, Texas 77002, Account No.



7









 






323243088, Attention:
Leah Hughes, or (b) such other account of JPMorgan Chase, as Administrative Agent, as is
designated in writing from time to time by JPMorgan Chase, as Administrative Agent, to
Altria and the Lenders for such purpose.




     “Lenders” means the Initial Lenders and their respective successors and
permitted assignees.




     “LIBO Rate” means an interest rate per annum equal to either:




     (a) the offered rate per annum at which deposits in Dollars appear on Telerate Page
3750 (or any successor page) as of 11:00 A.M. (London time) two Business Days before the
first day of such Interest Period, or




     (b) if the LIBO Rate does not appear on Telerate Page 3750 (or any successor page),
then the LIBO Rate will be determined by taking the average (rounded upward to the nearest
whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rates
per annum at which deposits in Dollars are offered by the principal
office of each of the Reference Banks in London, England to prime banks in the London
interbank market at 11:00 A.M. (London time) two Business Days before the first day of such
Interest Period for an amount substantially equal to the amount that would be the Reference
Banks’ respective ratable shares of such Borrowing outstanding during such Interest Period
and for a period equal to such Interest Period, as determined by JPMorgan Chase, as
Administrative Agent, subject, however, to the provisions of Section 2.08.




     “LIBO Rate Advance” means a Pro Rata Advance that bears interest as provided in
Section 2.04(a)(ii).




     “Lien” has the meaning specified in Section 5.02(a).




     “Major Subsidiary” means any Subsidiary (except Kraft Foods Inc. and any of its
Subsidiaries) (a) more than 50% of the voting securities of which is owned directly or
indirectly by Altria, (b) which is organized and existing under, or has its principal place
of business in, the United States or any political subdivision thereof, Canada or any
political subdivision thereof, any country which is a member of the European Union on the
date hereof (other than Greece, Portugal or Spain) or any political subdivision thereof, or
Switzerland, Norway or Australia or any of their respective political subdivisions, and (c)
which has at any time total assets (after intercompany eliminations) exceeding
$1,000,000,000.




     “Margin Stock” means margin stock, as such term is defined in Regulation U.




     “Multiemployer Plan” means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate is making or accruing an
obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions, such plan being maintained pursuant to one or
more collective bargaining agreements.



8









 






     “Multiple Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA
Affiliate and at least one Person other than such Borrower and the ERISA Affiliates or (b)
was so maintained and in respect of which such Borrower or any ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.




     “Note” means a Pro Rata Note or a Competitive Bid Note.




     “Notice of Competitive Bid Borrowing” has the meaning specified in Section
2.07(b).




     “Notice of Pro Rata Borrowing” has the meaning specified in Section 2.02(a).




     “Obligations” has the meaning specified in Section 8.01.




     “Operating Assets” means, for any accounting period, any assets included in the
consolidated balance sheet of Altria and its Subsidiaries as “Inventories,” or “Property,
plant and equipment” or “Receivables” for such period.




     “Other Taxes” has the meaning specified in Section 2.15(b).



     “Patriot
Act” has the meaning specified in Section 9.14.





     “Person” means an individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture, limited
liability company or other entity, or a government or any political subdivision or agency
thereof.




     “Plan” means a Single Employer Plan or a Multiple Employer Plan.




     “Pro Rata Advance” means an advance by a Lender to any Borrower as part of a
Pro Rata Borrowing and refers to a Base Rate Advance or a LIBO Rate Advance (each of which
shall be a “Type” of Pro Rata Advance).




     “Pro Rata Borrowing” means a borrowing consisting of simultaneous Pro Rata
Advances of the same Type made by each of the Lenders pursuant to Section 2.01.




     “Pro Rata Note” means a promissory note of any Borrower payable to the order of
any Lender, delivered pursuant to a request made under Section 2.17 in substantially the
form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of such Borrower to such
Lender resulting from the Pro Rata Advances made by such Lender to such Borrower.




     “Reference Banks” means JPMorgan Chase, Citibank, Credit Suisse, Cayman Islands
Branch and Deutsche Bank AG New York Branch.




     “Register” has the meaning specified in Section 9.07(d).




     “Regulation A” means Regulation A of the Board, as in effect from time to time.



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     “Regulation U” means Regulation U of the Board, as in effect from time to time.




     “Required Lenders” means at any time Lenders owed at least 50.1% of the then
aggregate unpaid principal amount of the Pro Rata Advances owing to Lenders, or, if no such
principal amount is then outstanding, Lenders having at least 50.1% of the Commitments.




     “Single Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any
ERISA Affiliate and no Person other than such Borrower and the ERISA Affiliates or (b)
was so maintained and in respect of which such Borrower or any ERISA Affiliate could have
liability under Section 4069 of ERISA in the event such plan has been or were to be
terminated.




     “Spin-off Transaction” means the spin-off or other not for value disposition of
Philip Morris International Inc. (“PMI”) such that Altria owns no more than a de minimus
equity interest in PMI.




     “Subsidiary” of any Person means any corporation of which (or in which) more
than 50% of the outstanding capital stock having voting power to elect a majority of the
Board of Directors of such corporation (irrespective of whether at the time capital stock of
any other class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned or controlled by
such Person, by such Person and one or more of its other Subsidiaries or by one or more of
such Person’s other Subsidiaries.




     “Taxes” has the meaning specified in Section 2.15(a).




     “Termination Date” means the earlier of (a) the date that is the Business Day
preceding the first anniversary of the Effective Date, (b) the date that a Spin-off
Transaction is effective and (c) the date of termination in whole of the Commitments
pursuant to Section 2.10 or 6.02.



          Section 1.02. Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding.”




          Section 1.03. Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with accounting principles generally accepted in the United States
of America, except that if there has been a material change in an accounting principle affecting
the definition of an accounting term as compared to that applied in the preparation of the
financial statements of Altria as of and for the year ended December 31, 2005, then such new
accounting principle shall not be used in the determination of the amount associated with that
accounting term. A material change in an accounting principle is one that, in the year of its
adoption, changes the amount associated with the relevant accounting term for any quarter in such
year by more than 10%.




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ARTICLE II




AMOUNTS AND TERMS OF THE ADVANCES




          Section 2.01. The Pro Rata Advances. (a) Obligation to Make Pro Rata
Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Pro Rata Advances to any Borrower from time to time on any Business Day during the period from
the Effective Date until the Termination Date in an aggregate amount not to exceed at any time
outstanding such Lender’s Commitment; provided, however, that the aggregate amount
of the Commitments of the Lenders shall be deemed used from time to time to the extent of the
aggregate amount of the Competitive Bid Advances then outstanding and such deemed use of the
aggregate amount of the Commitments shall be allocated among the Lenders ratably according to their
respective Commitments (such deemed use of the aggregate amount of the Commitments being a
“Competitive Bid Reduction”).




     (b) Amount of Pro Rata Borrowings. Each Pro Rata Borrowing shall be in an aggregate
amount of no less than $50,000,000 or an integral multiple of $1,000,000 in excess thereof.



     (c) Type of Pro Rata Advances. Each Pro Rata Borrowing shall consist of Pro Rata
Advances of the same Type made on the same day by the Lenders ratably according to their respective
Commitments. Within the limits of each Lender’s Commitment and subject to this Section 2.01, any
Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.11 or repay pursuant to
Section 2.03 and reborrow under this Section 2.01.



          Section 2.02. Making the Pro Rata Advances. (a) Notice of Pro Rata
Borrowing. Each Pro Rata Borrowing shall be made on notice, given not later than (x) 11:00
A.M. (New York City time) on the third Business Day prior to the date of the proposed Pro Rata
Borrowing in the case of a Pro Rata Borrowing consisting of LIBO Rate Advances, or (y) 9:00 A.M.
(New York City time) on the date of the proposed Pro Rata Borrowing in the case of a Pro Rata
Borrowing consisting of Base Rate Advances, by the Borrower to JPMorgan Chase, as Administrative
Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a
Pro Rata Borrowing (a “Notice of Pro Rata Borrowing”) shall be by telephone, confirmed
immediately in writing, by registered mail or telecopier in substantially the form of Exhibit B-1
hereto, specifying therein the requested:




               (i) date of such Pro Rata Borrowing,



               (ii) Type of Advances comprising such Pro Rata Borrowing,



               (iii) aggregate amount of such Pro Rata Borrowing, and



               (iv) in the case of a Pro Rata Borrowing consisting of LIBO Rate Advances, the initial
Interest Period for each such Pro Rata Advance. Notwithstanding anything herein to the
contrary, no Borrower may select LIBO Rate Advances for any Pro Rata Borrowing if the
obligation of the Lenders to make LIBO Rate Advances shall then be suspended pursuant to
Section 2.08(c) or 2.13.



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     (b) Funding Pro Rata Advances. Each Lender shall, before 11:00 A.M. (New York City
time) on the date of such Pro Rata Borrowing, make available for the account of its Applicable
Lending Office to JPMorgan Chase, as Administrative Agent, at JPMorgan Chase’s Administrative Agent
Account, in same day funds, such Lender’s ratable portion of such Pro Rata Borrowing. After
receipt of such funds by JPMorgan Chase, as Administrative Agent, and upon fulfillment of the
applicable conditions set forth in Article III, JPMorgan Chase, as Administrative Agent, will make
such funds available to the relevant Borrower at the address of JPMorgan Chase, as Administrative
Agent, referred to in Section 9.02.



     (c) Irrevocable Notice. Each Notice of Pro Rata Borrowing of any Borrower shall be
irrevocable and binding on such Borrower. In the case of any Pro Rata Borrowing that the related
Notice of Pro Rata Borrowing specifies is to be comprised of LIBO Rate Advances, the Borrower
requesting such Pro Rata Borrowing shall indemnify each Lender against any loss, cost or expense
incurred by such Lender as a result of any failure to fulfill on or before the date specified in
such Notice of Pro Rata Borrowing for such Pro Rata Borrowing the applicable conditions set forth
in Article III, including, without limitation, any loss (excluding loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Pro Rata Advance to be made by such Lender as part of such Pro
Rata Borrowing when such Pro Rata Advance, as a result of such failure, is not made on such date.



     (d) Lender’s Ratable Portion. Unless JPMorgan Chase, as Administrative Agent, shall
have received notice from a Lender prior to 11:00 A.M. (New York City time) on the day of any Pro
Rata Borrowing that such Lender will not make available to JPMorgan Chase, as Administrative Agent,
such Lender’s ratable portion of such Pro Rata Borrowing, JPMorgan Chase, as Administrative Agent,
may assume that such Lender has made such portion available to JPMorgan Chase, as Administrative
Agent, on the date of such Pro Rata Borrowing in accordance with Section 2.02(b) and JPMorgan
Chase, as Administrative Agent, may, in reliance upon such assumption, make available to the
Borrower proposing such Pro Rata Borrowing on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such ratable portion available to JPMorgan Chase, as
Administrative Agent, such Lender and such Borrower severally agree to repay to JPMorgan Chase, as
Administrative Agent, forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to such Borrower until the date such
amount is repaid to JPMorgan Chase, as Administrative Agent, at:




               (i) in the case of such Borrower, the higher of (A) the interest rate applicable at the
time to Pro Rata Advances comprising such Pro Rata Borrowing and (B) the cost of funds
incurred by JPMorgan Chase, as Administrative Agent, in respect of such amount, and




               (ii) in the case of such Lender, the Federal Funds Effective Rate.


If such Lender shall repay to JPMorgan Chase, as Administrative Agent, such corresponding amount,
such amount so repaid shall constitute such Lender’s Pro Rata Advance as part of such Pro Rata
Borrowing for purposes of this Agreement.




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     (e) Independent Lender Obligations. The failure of any Lender to make the Pro Rata
Advance to be made by it as part of any Pro Rata Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Pro Rata Advance on the date of such Pro Rata
Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Pro
Rata Advance to be made by such other Lender on the date of any Pro Rata Borrowing.



          Section 2.03. Repayment of Pro Rata Advances. Each Borrower shall repay to JPMorgan
Chase, as Administrative Agent, for the ratable account of the Lenders on the Termination Date the
unpaid principal amount of the Pro Rata Advances then outstanding.




          Section 2.04. Interest on Pro Rata Advances. (a) Scheduled Interest. Each
Borrower shall pay interest on the unpaid principal amount of each Pro Rata Advance owing by such
Borrower to each Lender from the date of such Pro Rata Advance until such principal amount shall be
paid in full, at the following rates per annum:





               (i) Base Rate Advances. During such periods as such Pro Rata Advance is a Base
Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to
time, payable in arrears monthly on the 20th day of each month and on the date such Base
Rate Advance shall be Converted or paid in full.




               (ii) LIBO Rate Advances. During such periods as such Pro Rata Advance is a
LIBO Rate Advance, a rate per annum equal at all times during each Interest Period for such
Pro Rata Advance to the sum of (x) the LIBO Rate for such Interest Period for such Pro Rata
Advance plus (y) the Applicable Interest Rate Margin in effect from time to time,
payable in arrears on the last day of such Interest Period and, if such Interest Period has
a duration of more than three months, on each day that occurs during such Interest Period
every three months from the first day of such Interest Period, and on the date such LIBO
Rate Advance shall be Converted or paid in full.



     (b) Default Interest. Upon the occurrence and during the continuance of an Event of
Default, each Borrower shall pay interest on the unpaid principal amount of each Pro Rata Advance
owing to each Lender, payable in arrears on the dates referred to in Section 2.04(a)(i) or
Section 2.04(a)(ii), at a rate per annum equal at all times to 1% per annum above the rate per
annum required to be paid on such Pro Rata Advance.



          Section 2.05. Additional Interest on LIBO Rate Advances. Each Borrower shall pay to
each Lender, so long as such Lender shall be required under regulations of the Board to maintain
reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities,
additional interest on the unpaid principal amount of each LIBO Rate Advance of such Lender to such
Borrower, from the date of such Advance until such principal amount is paid in full, at an interest
rate per annum equal at all times to the remainder obtained by subtracting (i) the LIBO Rate for
the Interest Period for such Advance from (ii) the rate obtained by dividing such LIBO Rate by a
percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage of such Lender for such
Interest Period, payable on each date on which interest is payable on such Advance. Such
additional interest shall be determined by such Lender and notified to Altria through JPMorgan
Chase, as Administrative Agent.





13









 








          Section 2.06. Conversion of Pro Rata Advances. (a) Conversion Upon Absence of
Interest Period. If any Borrower shall fail to select the duration of any Interest Period for
any LIBO Rate Advances in accordance with the provisions contained in the definition of the term
“Interest Period,” JPMorgan Chase, as Administrative Agent, will forthwith so notify such Borrower
and the Lenders, and such Advances will automatically, on the last day of the then existing
Interest Period therefor, Convert into Base Rate Advances.




     (b) Conversion Upon Event of Default. Upon the occurrence and during the continuance
of any Event of Default under Section 6.01(a), JPMorgan Chase, as Administrative Agent, or the
Required Lenders may elect that (i) each LIBO Rate Advance be, on the last day of the then existing
Interest Period therefor, Converted into Base Rate Advances and (ii) the obligation of the Lenders
to make, or to Convert Advances into, LIBO Rate Advances be suspended.



     (c) Voluntary Conversion. Subject to the provisions of Sections 2.08(c) and 2.13, any
Borrower may convert all such Borrower’s Pro Rata Advances of one Type constituting the same Pro
Rata Borrowing into Advances of the other Type on any Business Day, upon notice given to JPMorgan
Chase, as Administrative Agent, not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Conversion; provided, however, that
the Conversion of a LIBO Rate Advance into a Base Rate Advance may be made on, and only on, the
last day of an Interest Period for such LIBO Rate Advance. Each such notice of a Conversion shall,
within the restrictions specified above, specify




               (i) the date of such Conversion;




               (ii) the Pro Rata Advances to be Converted; and




               (iii) if such Conversion is into LIBO Rate Advances, the duration of the Interest
Period for each such Pro Rata Advance.



     Section 2.07. The Competitive Bid Advances. (a) Competitive Bid Advances’ Impact
on Commitments. Each Lender severally agrees that any Borrower may make Competitive Bid
Borrowings under this Section 2.07 from time to time on any Business Day during the period from the
Effective Date until the Termination Date in the manner set forth below; provided that,
following the making of each Competitive Bid Borrowing, the aggregate amount of the Advances then
outstanding shall not exceed the aggregate amount of the Commitments of the Lenders. As provided
in Section 2.01, the aggregate amount of the Commitments of the Lenders shall be deemed used from
time to time to the extent of the aggregate amount of the Competitive Bid Advances then
outstanding, and such deemed use of the aggregate amount of the Commitments shall be applied to the
Lenders ratably according to their respective Commitments; provided, however, that
any Lender’s Competitive Bid Advances shall not otherwise reduce that Lender’s obligation to lend
its pro rata share of the remaining available Commitments.



     (b) Notice of Competitive Bid Borrowing. Any Borrower may request a Competitive Bid
Borrowing under this Section 2.07 by delivering to JPMorgan Chase, as Administrative



14









 




Agent, by
telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid
Borrowing”), in substantially the form of Exhibit B-2 hereto, specifying therein the following:





               (i) date of such proposed Competitive Bid Borrowing;




               (ii) aggregate amount of such proposed Competitive Bid Borrowing;




               (iii) interest rate basis and day count convention to be offered by the Lenders;




               (iv) in the case of a Competitive Bid Borrowing consisting of Floating Rate Bid
Advances, Interest Period, or in the case of a Competitive Bid Borrowing consisting of Fixed
Rate Bid Advances, maturity date for repayment of each Fixed Rate Bid Advance to be made as
part of such Competitive Bid Borrowing (which maturity date may not be earlier than the date
occurring seven days after the date of such Competitive Bid Borrowing or later than the
earlier of (A) 360 days after the date of such Competitive Bid Borrowing and (B) the
Termination Date);




               (v) interest payment date or dates relating thereto;




               (vi) location of such Borrower’s account to which funds are to be advanced; and




               (vii) other terms (if any) to be applicable to such Competitive Bid Borrowing.


A Borrower requesting a Competitive Bid Borrowing shall deliver a Notice of Competitive Bid
Borrowing to JPMorgan Chase, as Administrative Agent, not later than 10:00 A.M. (New York City
time) (x) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing,
if such Borrower shall specify in the Notice of Competitive Bid Borrowing that the Competitive Bid
Borrowing shall be Fixed Rate Bid Advances, or (y) at least four Business Days prior to the date of
the proposed Competitive Bid Borrowing, if such Borrower shall specify in the Notice of Competitive
Bid Borrowing that the Competitive Bid Borrowing shall be Floating Rate Bid Advances. Each Notice
of Competitive Bid Borrowing shall be irrevocable and binding on such Borrower. JPMorgan Chase, as
Administrative Agent, shall in turn promptly notify each Lender of each request for a Competitive
Bid Borrowing received by it from such Borrower by sending such Lender a copy of the related Notice
of Competitive Bid Borrowing.




     (c) Discretion as to Competitive Bid Advances. Each Lender may, in its sole
discretion, elect to irrevocably offer to make one or more Competitive Bid Advances to the
applicable Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of
interest specified by such Lender in its sole discretion, by notifying JPMorgan Chase, as
Administrative Agent (which shall give prompt notice thereof to such Borrower), before 9:30 A.M.
(New York City time) (A) on the Business Day prior to the date of such proposed Competitive Bid
Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Bid Advances, and
(B) on the third Business Day prior to the date of such proposed Competitive Bid Borrowing, in the
case of a Competitive Bid Borrowing consisting of Floating Rate Bid Advances; provided
that, if JPMorgan Chase in its capacity as a Lender shall, in its sole




15









 






discretion, elect to make any such offer, it shall notify such Borrower of such offer at least
30 minutes before the time and on the date on which notice of such election is to be given by any
other Lender to JPMorgan Chase, as Administrative Agent. In such notice, the Lender shall specify
the following:





               (i) the minimum amount and maximum amount of each Competitive Bid Advance which such
Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which
amounts may, subject to the proviso to the first sentence of Section 2.07(a), exceed such
Lender’s Commitment);




               (ii) the rate or rates of interest therefor; and




               (iii) such Lender’s Applicable Lending Office with respect to such Competitive Bid
Advance.


If any Lender shall elect not to make such an offer, such Lender shall so notify JPMorgan Chase, as
Administrative Agent, before 9:30 A.M. (New York City time) on the date on which notice of such
election is to be given to JPMorgan Chase, as Administrative Agent, by the other Lenders, and such
Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such
Competitive Bid Borrowing; provided further that the failure by any Lender to give
such notice shall not cause such Lender to be obligated to make any Competitive Bid Advance as part
of such proposed Competitive Bid Borrowing.




     (d) Borrower Selection of Lender Bids. The Borrower proposing the Competitive Bid
Borrowing shall, in turn, (A) before 12:00 noon (New York City time) on the Business Day prior to
the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
consisting of Fixed Rate Bid Advances and (B) before 12:00 noon (New York City time) on the third
Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a
Competitive Bid Borrowing consisting of Floating Rate Bid Advances, either:




               (i) cancel such Competitive Bid Borrowing by giving JPMorgan Chase, as Administrative
Agent, notice to that effect, or




               (ii) accept, in its sole discretion, one or more of the offers made by any Lender or
Lenders pursuant to Section 2.07(c), by giving notice to JPMorgan Chase, as Administrative
Agent, of the amount of each Competitive Bid Advance (which amount shall be equal to or
greater than the minimum amount, and equal to or less than the maximum amount, notified to
such Borrower by JPMorgan Chase, as Administrative Agent on behalf of such Lender, for such
Competitive Bid Advance pursuant to Section 2.07(c) to be made by each Lender as part of
such Competitive Bid Borrowing) and reject any remaining offers made by Lenders pursuant to
Section 2.07(c) by giving JPMorgan Chase, as Administrative Agent, notice to that effect.
Such Borrower shall accept the offers made by any Lender or Lenders to make Competitive Bid
Advances in order of the lowest to the highest rates of interest offered by such Lenders.
If two or more Lenders have offered the same interest rate, the amount to be borrowed at
such interest rate will be allocated among such Lenders in proportion to the maximum amount
that each such Lender offered at such interest rate.



16









 




If the Borrower proposing the Competitive Bid Borrowing notifies JPMorgan Chase, as Administrative
Agent, that such Competitive Bid Borrowing is canceled pursuant to Section 2.07(d)(i), or if such
Borrower fails to give timely notice in accordance with Section 2.07(d), JPMorgan Chase, as
Administrative Agent, shall give prompt notice thereof to the Lenders and such Competitive Bid
Borrowing shall not be made.




     (e) Competitive Bid Borrowing. If the Borrower proposing the Competitive Bid
Borrowing accepts one or more of the offers made by any Lender or Lenders pursuant to Section
2.07(d)(ii), JPMorgan Chase, as Administrative Agent, shall in turn promptly notify:




               (i) each Lender that has made an offer as described in Section 2.07(c), whether or not
any offer or offers made by such Lender pursuant to Section 2.07(c) have been accepted by
such Borrower;




               (ii) each Lender that is to make a Competitive Bid Advance as part of such Competitive
Bid Borrowing, of the date and amount of each Competitive Bid Advance to be made by such
Lender as part of such Competitive Bid Borrowing; and




               (iii) each Lender that is to make a Competitive Bid Advance as part of such Competitive
Bid Borrowing, upon receipt, that JPMorgan Chase, as Administrative Agent, has received
forms of documents appearing to fulfill the applicable conditions set forth in Article III.


When each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid
Borrowing has received notice pursuant to Section 2.07(e)(iii), such Lender shall, before 11:00
A.M. (New York City time), on the date of such Competitive Bid Borrowing specified in the notice
received from JPMorgan Chase, as Administrative Agent, pursuant to Section 2.07(e)(i), make
available for the account of its Applicable Lending Office to JPMorgan Chase, as Administrative
Agent, at its address referred to in Section 9.02, in same day funds, such Lender’s portion of such
Competitive Bid Borrowing. Upon fulfillment of the applicable conditions set forth in Article III
and after receipt by JPMorgan Chase, as Administrative Agent, of such funds, JPMorgan Chase, as
Administrative Agent, will make such funds available to such Borrower at the location specified by
such Borrower in its Notice of Competitive Bid Borrowing. Promptly after each Competitive Bid
Borrowing, JPMorgan Chase, as Administrative Agent, will notify each Lender of the amount of the
Competitive Bid Borrowing, the consequent Competitive Bid Reduction and the dates upon which such
Competitive Bid Reduction commenced and will terminate.




     (f) Irrevocable Notice. If the Borrower proposing the Competitive Bid Borrowing
notifies JPMorgan Chase, as Administrative Agent, that it accepts one or more of the offers made by
any Lender or Lenders pursuant to Section 2.07(c), such notice of acceptance shall be irrevocable
and binding on such Borrower. Such Borrower shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of any failure to fulfill on or before the date
specified in the related Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the
applicable conditions set forth in Article III, including, without limitation, any loss (excluding
loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Competitive Bid



17









 




Advance to be made by such Lender as part of such Competitive Bid Borrowing when such
Competitive Bid Advance, as a result of such failure, is not made on such date.




     (g) Amount of Competitive Bid Borrowings; Competitive Bid Notes. Each Competitive Bid
Borrowing shall be in an aggregate amount of $50,000,000 or an integral multiple of $1,000,000 in
excess thereof and, following the making of each Competitive Bid Borrowing, the aggregate amount of
Advances then outstanding shall not exceed the aggregate amount of the Commitments of the Lenders.
Within the limits and on the conditions set forth in this Section 2.07, any Borrower may from time
to time borrow under this Section 2.07, prepay pursuant to Section 2.11 or repay pursuant to
Section 2.07(h), and reborrow under this Section 2.07; provided that a Competitive Bid
Borrowing shall not be made within two Business Days of the date of any other Competitive Bid
Borrowing. The indebtedness of any Borrower resulting from each Competitive Bid Advance made to
such Borrower as part of a Competitive Bid Borrowing shall be evidenced by a separate Competitive
Bid Note of such Borrower payable to the order of the Lender making such Competitive Bid Advance.



     (h) Repayment of Competitive Bid Advances. On the maturity date of each Competitive
Bid Advance provided in the Competitive Bid Note evidencing such Competitive Bid Advance, the
Borrower shall repay to JPMorgan Chase, as Administrative Agent, for the account of each Lender
that has made a Competitive Bid Advance the then unpaid principal amount of such Competitive Bid
Advance. Except as required by Section 2.11(b), no Borrower shall have any right to prepay any
principal amount of any Competitive Bid Advance unless, and then only on the terms set forth in the
Competitive Bid Note evidencing such Competitive Bid Advance.



     (i) Interest on Competitive Bid Advances. Each Borrower that has borrowed through a
Competitive Bid Borrowing shall pay interest on the unpaid principal amount of each Competitive Bid
Advance from the date of such Competitive Bid Advance to the date the principal amount of such
Competitive Bid Advance is repaid in full, at the rate of interest for such Competitive Bid Advance
and on the interest payment date or dates set forth in the Competitive Bid Note evidencing such
Competitive Bid Advance. Upon the occurrence and during the continuance of an Event of Default,
such Borrower shall pay interest on the amount of unpaid principal of each Competitive Bid Advance
owing to a Lender, payable in arrears on the date or dates interest is payable thereon, at a rate
per annum equal at all times to 1% per annum above the rate per annum required to be paid on such
Competitive Bid Advance under the terms of the Competitive Bid Note evidencing such Competitive Bid
Advance unless otherwise agreed in such Competitive Bid Note.



          Section 2.08. LIBO Rate Determination. (a) Methods to Determine LIBO Rate.
JPMorgan Chase, as Administrative Agent, shall determine the LIBO Rate by using the methods
described in the definition of the term “LIBO Rate,” and shall give prompt notice to the Borrower
and Lenders of each such LIBO Rate.




     (b) Role of Reference Banks. In the event that the LIBO Rate cannot be determined by
the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to
furnish to JPMorgan Chase, as Administrative Agent, timely information for the purpose of
determining the LIBO Rate in accordance with the method described in clause (b) of



18









 




the definition thereof. If any one or more of the Reference Banks shall not furnish such
timely information to JPMorgan Chase, as Administrative Agent, for the purpose of determining a
LIBO Rate, JPMorgan Chase, as Administrative Agent, shall determine such interest rate on the basis
of timely information furnished by the remaining Reference Banks. If fewer than two Reference
Banks furnish timely information to JPMorgan Chase, as Administrative Agent, for determining the
LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then:





               (i) JPMorgan Chase, as Administrative Agent, shall forthwith notify Altria and the
Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating
Rate Bid Advances, as the case may be;




               (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the
then existing Interest Period therefor, be prepaid by the Borrower or be automatically
Converted into a Base Rate Advance; and




               (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid
Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until
JPMorgan Chase, as Administrative Agent, shall notify Altria and the Lenders that the
circumstances causing such suspension no longer exist.


JPMorgan Chase, as Administrative Agent, shall give prompt notice to Altria and the Lenders of the
applicable interest rate determined by JPMorgan Chase, as Administrative Agent, for purposes of
Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose
of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.




     (c) Inadequate LIBO Rate. If, with respect to any LIBO Rate Advances, the Required
Lenders notify JPMorgan Chase, as Administrative Agent, that (i) they are unable to obtain matching
deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business
Day before the making of a Borrowing in sufficient amounts to fund their respective LIBO Rate
Advances as a part of such Borrowing during the Interest Period therefor or (ii) the LIBO Rate for
any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders
of making, funding or maintaining their respective LIBO Rate Advances for such Interest Period,
JPMorgan Chase, as Administrative Agent, shall forthwith so notify Altria and the Lenders,
whereupon (A) the Borrower of such LIBO Rate Advances will, on the last day of the then existing
Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into Base
Rate Advances and (B) the obligation of the Lenders to make, or to Convert Base Rate Advances into,
LIBO Rate Advances shall be suspended until JPMorgan Chase, as Administrative Agent, shall notify
Altria and the Lenders that the circumstances causing such suspension no longer exist. In the case
of clause (ii) above, each Lender shall certify its cost of funds for each Interest Period to
JPMorgan Chase, as Administrative Agent, and Altria as soon as practicable (but in any event not
later than 10 Business Days after the last day of such Interest Period).



19









 





          Section 2.09. Fees. (a) Facility Fee. Altria agrees to pay to JPMorgan
Chase, as Administrative Agent, for the account of each Lender a facility fee on the aggregate
amount of such Lender’s Commitment (whether or not used and without giving effect to any
Competitive Bid Reduction) from the date hereof in the case of each Initial Lender and from the
effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in
the case of each other Lender until the Termination Date at the Applicable Facility Fee Rate, in
each case payable on the last day of each March, June, September and December until the Termination
Date and on the Termination Date.




     (b) Agent’s Fees. Altria shall pay to JPMorgan Chase, as Administrative Agent, for
its own account such fees as may from time to time be agreed between Altria and such Agent.



          Section 2.10. Termination or Reduction of the Commitments. Altria shall have the
right, upon at least three Business Days’ notice to JPMorgan Chase, as Administrative Agent, to
terminate in whole or reduce ratably in part the unused portions of the respective Commitments of
the Lenders; provided that each partial reduction shall be in the aggregate amount of no
less than $50,000,000 or the remaining balance if less than $50,000,000; and provided
further that the aggregate amount of the Commitments of the Lenders shall not be reduced to
an amount that is less than the aggregate principal amount of the Competitive Bid Advances then
outstanding.




          Section 2.11. Prepayments. (a) Optional Prepayment of Pro Rata Advances.
Each Borrower may, in the case of any LIBO Rate Advance, upon at least three Business Days’ notice
to JPMorgan Chase, as Administrative Agent, or, in the case of any Base Rate Advance, upon notice
given to JPMorgan Chase, as Administrative Agent, not later than 9:00 A.M. (New York City time) on
the date of the proposed prepayment, in each case stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding
principal amount of the Pro Rata Advances comprising part of the same Pro Rata Borrowing in whole
or ratably in part, together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (x) each partial prepayment shall be in an
aggregate principal amount of no less than $50,000,000 or the remaining balance if less than
$50,000,000 and (y) in the event of any such prepayment of a LIBO Rate Advance, such Borrower shall
be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b).




     (b) Mandatory Prepayment. The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Advances equal to the amount by which (A) the aggregate principal
amount of the Advances then outstanding exceeds (B) the aggregate of the Commitments (after giving
effect to any Competitive Bid Reduction) on such Business Day. Prepayments under this Section
2.11(b) shall be allocated first to Base Rate Advances, ratably; any excess amount shall then be
allocated to LIBO Rate Advances, in such manner as the Borrower shall determine; and any remaining
amount shall be allocated to Competitive Bid Advances, in such manner as the Borrower shall
determine.



          Each prepayment made pursuant to this Section 2.11(b) shall be made together with any interest
accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any
prepayment of a LIBO Rate Advance or a Floating Rate Bid Advance on a date





20









 







other than the last day of an Interest Period or at its maturity, any additional amounts which
such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section
9.04(b). JPMorgan Chase, as Administrative Agent, shall give prompt notice of any prepayment
required under this Section 2.11(b) to the Borrowers and the Lenders.




          Section 2.12. Increased Costs. (a) Costs from Change in Law or Authorities.
If, due to either (i) the introduction of or any change (other than any change by way of imposition
or increase of reserve requirements to the extent such change is included in the Eurocurrency Rate
Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance
with any guideline or request from any central bank or other governmental authority (whether or not
having the force of law), there shall be any increase in the cost to any Lender of agreeing to make
or making, funding or maintaining LIBO Rate Advances or Floating Rate Bid Advances (excluding for
purposes of this Section 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as
to which Section 2.15 shall govern) and (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or by the foreign jurisdiction or state under the laws
of which such Lender is organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower of the affected Advances shall from time to time, upon demand by such
Lender (with a copy of such demand to JPMorgan Chase, as Administrative Agent), pay to JPMorgan
Chase, as Administrative Agent, for the account of such Lender additional amounts sufficient to
compensate such Lender for such increased cost; provided, however, that before
making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if
the making of such a designation would avoid the need for, or reduce the amount of, such increased
cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such
Lender. A certificate as to the amount of such increased cost, submitted to Altria, such Borrower
and JPMorgan Chase, as Administrative Agent, by such Lender, shall be conclusive and binding for
all purposes, absent manifest error.




     (b) Reduction in Lender’s Rate of Return. In the event that, after the date hereof,
the implementation of or any change in any law or regulation, or any guideline or directive
(whether or not having the force of law) or the interpretation or administration thereof by any
central bank or other authority charged with the administration thereof, imposes, modifies or deems
applicable any capital adequacy or similar requirement (including, without limitation, a request or
requirement which affects the manner in which any Lender allocates capital resources to its
commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of
such Lender, the rate of return on such Lender’s capital as a consequence of its obligations
hereunder is reduced to a level below that which such Lender could have achieved but for such
circumstances, but reduced to the extent that Borrowings are outstanding from time to time, then in
each such case, upon demand from time to time Altria shall pay to such Lender such additional
amount or amounts as shall compensate such Lender for such reduction in rate of return;
provided that, in the case of each Lender, such additional amount or amounts shall not
exceed 0.15 of 1% per annum of such Lender’s Commitment. A certificate of such Lender as to any
such additional amount or amounts shall be conclusive and binding for all purposes, absent manifest
error. Except as provided below, in determining any such amount or amounts each Lender may use any
reasonable averaging and attribution methods. Notwithstanding the foregoing, each Lender shall
take all reasonable actions to avoid the imposition of, or reduce the amounts of, such increased
costs, provided that such actions, in the reasonable judgment of such



21









 




Lender, will not be otherwise disadvantageous to such Lender, and, to the extent possible,
each Lender will calculate such increased costs based upon the capital requirements for its
Commitment hereunder and not upon the average or general capital requirements imposed upon such
Lender.




          Section 2.13. Illegality. Notwithstanding any other provision of this Agreement, if
any Lender shall notify JPMorgan Chase, as Administrative Agent, that the introduction of or any
change in, or in the interpretation of, any law or regulation makes it unlawful, or any central
bank or other governmental authority asserts that it is unlawful, for any Lender or its
Eurocurrency Lending Office to perform its obligations hereunder to make LIBO Rate Advances or
Floating Rate Bid Advances or to fund or maintain LIBO Rate Advances or Floating Rate Bid Advances,
(a) each LIBO Rate Advance or Floating Rate Bid Advances, as the case may be, will automatically,
upon such demand, be Converted into a Base Rate Advance or an Advance that bears interest at the
rate set forth in Section 2.04(a)(i), as the case may be, and (b) the obligation of the Lenders to
make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO
Rate Advances shall be suspended, in each case, until JPMorgan Chase, as Administrative Agent,
shall notify Altria and the Lenders that the circumstances causing such suspension no longer exist;
provided, however, that before making any such demand, each Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to
designate a different Eurocurrency Lending Office if the making of such a designation would allow
such Lender or its Eurocurrency Lending Office to continue to perform its obligations to make LIBO
Rate Advances or Floating Rate Bid Advances or to continue to fund or maintain LIBO Rate Advances
or Floating Rate Bid Advances, as the case may be, and would not, in the judgment of such Lender,
be otherwise disadvantageous to such Lender.




          Section 2.14. Payments and Computations. (a) Time and Distribution of
Payments. Altria and each Borrower shall make each payment hereunder, without set-off or
counterclaim, not later than 11:00 A.M. (New York City time) on the day when due to JPMorgan Chase,
as Administrative Agent, at JPMorgan Chase’s Administrative Agent Account in same day funds.
JPMorgan Chase, as Administrative Agent, will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or facility fees ratably (other than amounts
payable pursuant to Section 2.07, 2.12, 2.15 or 9.04(b)) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case
to be applied in accordance with the terms of this Agreement. From and after the effective date of
an Assignment and Acceptance pursuant to Section 9.07, JPMorgan Chase, as Administrative Agent,
shall make all payments hereunder in respect of the interest assigned thereby to the Lender
assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly between themselves.




     (b) Computation of Interest and Fees. All computations of interest based on JPMorgan
Chase’s prime rate shall be made by JPMorgan Chase, as Administrative Agent, on the basis of a year
of 365 or 366 days, as the case may be. All computations of interest based on the LIBO Rate or the
Federal Funds Effective Rate and of facility fees shall be made by JPMorgan Chase, as
Administrative Agent and all computations of interest pursuant to Section



22









 




2.05 shall be made by a Lender, on the basis of a year of 360 days, and all computations of
interest in respect of Competitive Bid Advances shall be made by JPMorgan Chase, as Administrative
Agent, as specified in the applicable Notice of Competitive Bid Notice, in each case for the actual
number of days (including the first day but excluding the last day) occurring in the period for
which such interest or facility fees are payable. Each determination by JPMorgan Chase, as
Administrative Agent (or, in the case of Section 2.05 by a Lender), of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.




     (c) Payment Due Dates. Whenever any payment hereunder shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of payment of interest or
facility fee, as the case may be; provided, however, that if such extension would
cause payment of interest on or principal of LIBO Rate Advances or Floating Rate Bid Advances to be
made in the next following calendar month, such payment shall be made on the immediately preceding
Business Day.



     (d) Presumption of Borrower Payment. Unless JPMorgan Chase, as Administrative Agent,
receives notice from any Borrower prior to the date on which any payment is due to the Lenders
hereunder that such Borrower will not make such payment in full, JPMorgan Chase, as Administrative
Agent, may assume that such Borrower has made such payment in full to JPMorgan Chase, as
Administrative Agent, on such date and JPMorgan Chase, as Administrative Agent, may, in reliance
upon such assumption, cause to be distributed to each Lender on such due date an amount equal to
the amount then due such Lender. If and to the extent such Borrower has not made such payment in
full to JPMorgan Chase, as Administrative Agent, each Lender shall repay to JPMorgan Chase, as
Administrative Agent, forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such Lender until the
date such Lender repays such amount to JPMorgan Chase, as Administrative Agent, at the Federal
Funds Effective Rate.



          Section 2.15. Taxes. (a) Any and all payments by each Borrower and Altria hereunder
shall be made, in accordance with Section 2.14, free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, (i) in the case of each Lender and JPMorgan
Chase, as Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it,
by the jurisdiction under the laws of which such Lender or JPMorgan Chase, as Administrative Agent
(as the case may be), is organized or any political subdivision thereof, (ii) in the case of each
Lender, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of
such Lender’s Applicable Lending Office or any political subdivision thereof, (iii) in the case of
each Lender and JPMorgan Chase, as Administrative Agent, taxes imposed on its net income, franchise
taxes imposed on it, and any tax imposed by means of withholding to the extent such tax is imposed
solely as a result of a present or former connection (other than the execution, delivery and
performance of this Agreement or a Note) between the Lender or JPMorgan Chase, as Administrative
Agent, as the case may be, and the taxing jurisdiction, and (iv) in the case of each Lender and
JPMorgan Chase, as Administrative Agent, taxes imposed by the United States by means of withholding
tax if and to the extent that such taxes shall be in effect and shall be applicable on the date
hereof to payments to be made to such Lender’s Applicable Lending Office or to JPMorgan Chase, as
Administrative Agent (all such





23









 







non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in
respect of payments hereunder being hereinafter referred to as “Taxes”). If any Borrower
or Altria shall be required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or JPMorgan Chase, as Administrative Agent, (i) the sum payable shall be
increased as may be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.15) such Lender or JPMorgan Chase, as
Administrative Agent (as the case may be), receives an amount equal to the sum it would have
received had no such deductions been made, (ii) such Borrower or Altria shall make such deductions
and (iii) such Borrower or Altria shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.




     (b) In addition, each Borrower or Altria shall pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies that arise from any payment
made hereunder or from the execution, delivery or registration of, performing under, or otherwise
with respect to, this Agreement (hereinafter referred to as “Other Taxes”).



     (c) Each Borrower and Altria shall indemnify each Lender and JPMorgan Chase, as Administrative
Agent, for and hold it harmless against the full amount of Taxes or Other Taxes (including, without
limitation, Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section
2.15) paid by such Lender or JPMorgan Chase, as Administrative Agent (as the case may be), and any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification
shall be made within 30 days from the date such Lender or JPMorgan Chase, as Administrative Agent
(as the case may be), makes written demand therefor.



     (d) Within 30 days after the date of any payment of Taxes, each Borrower and Altria shall
furnish to JPMorgan Chase, as Administrative Agent, at its address referred to in Section 9.02, the
original or a certified copy of a receipt evidencing such payment. If any Borrower or Altria
determines that no Taxes are payable in respect thereof, such Borrower or Altria shall, at the
request of JPMorgan Chase, as Administrative Agent, furnish or cause the payor to furnish, JPMorgan
Chase, as Administrative Agent, and each Lender an opinion of counsel reasonably acceptable to
JPMorgan Chase, as Administrative Agent, stating that such payment is exempt from Taxes.



     (e) Each Lender, on or prior to the date of its execution and delivery of this Agreement in
the case of each Initial Lender and on the date of the Assignment and Acceptance pursuant to which
it becomes a Lender in the case of each other Lender, shall provide each of JPMorgan Chase, as
Administrative Agent, Altria and such Borrower with any form or certificate that is required by any
taxing authority (including, if applicable, two original Internal Revenue Service Forms W-9, W-8BEN
or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue
Service), certifying that such Lender is exempt from or entitled to a reduced rate of Home
Jurisdiction Withholding Taxes on payments pursuant to this Agreement. Thereafter, each such
Lender shall provide additional forms or certificates (i) to the extent a form or certificate
previously provided has become inaccurate or invalid or has otherwise ceased to be effective or
(ii) as requested in writing by any Borrower, Altria or JPMorgan Chase, as Administrative Agent.
Unless the Borrowers, Altria and JPMorgan Chase,



24









 




as Administrative Agent, have received forms or other documents satisfactory to them
indicating that payments hereunder are not subject to Home Jurisdiction Withholding Taxes or are
subject to Home Jurisdiction Withholding Taxes at a rate reduced by an applicable tax treaty, such
Borrower, Altria or JPMorgan Chase, as Administrative Agent, shall withhold taxes from such
payments at the applicable statutory rate in the case of payments to or for any Lender.




     (f) Any Lender claiming any additional amounts payable pursuant to this Section 2.15 agrees to
use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions)
to select or change the jurisdiction of its Applicable Lending Office if the making of such a
selection or change would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise
economically disadvantageous to such Lender.



     (g) No additional amounts will be payable pursuant to this Section 2.15 with respect to (i)
any Home Jurisdiction Withholding Taxes that would not have been payable had the Lender provided
the relevant forms or other documents pursuant to Section 2.15(e); or (ii) in the case of an
Assignment and Acceptance by a Lender to an Eligible Assignee, any Home Jurisdiction Withholding
Taxes that exceed the amount of such Home Jurisdiction Withholding Taxes that are imposed prior to
such Assignment and Acceptance, unless such Assignment and Acceptance resulted from the demand of
Altria.



     (h) If any Lender or JPMorgan Chase, as Administrative Agent, as the case may be, obtains a
refund of any Tax for which payment has been made pursuant to this Section 2.15, which refund in
the good faith judgment of such Lender or JPMorgan Chase, as Administrative Agent, as the case may
be, (and without any obligation to disclose its tax records) is allocable to such payment made
under this Section 2.15, the amount of such refund (together with any interest received thereon and
reduced by reasonable costs incurred in obtaining such refund) promptly shall be paid to the
Borrower to the extent payment has been made in full by the Borrower pursuant to this Section 2.15.



          Section 2.16. Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Pro Rata Advances owing to it (other than pursuant to Section 2.12, 2.15 or 9.04(b))
in excess of its ratable share of payments on account of the Pro Rata Advances obtained by all the
Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Pro
Rata Advances made by them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase
from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to such Lender’s
ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to
(ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid
or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower
agrees that any Lender so purchasing a participation from another Lender pursuant to this Section
2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the
right of set-off) with respect to such participation as fully as if such Lender were the direct
creditor of such Borrower in the amount of such participation.




25









 








          Section 2.17. Evidence of Debt. (a) Lender Records; Pro Rata Notes. Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Pro Rata Advance owing to such
Lender from time to time, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder in respect of Pro Rata Advances. Each Borrower shall, upon
notice by any Lender to such Borrower (with a copy of such notice to JPMorgan Chase, as
Administrative Agent) to the effect that a Pro Rata Note is required or appropriate in order for
such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Pro Rata
Advances owing to, or to be made by, such Lender, promptly execute and deliver to such Lender a Pro
Rata Note payable to the order of such Lender in a principal amount up to the Commitment of such
Lender.




     (b) Record of Borrowings, Payables and Payments. The Register maintained by JPMorgan
Chase, as Administrative Agent, pursuant to Section 9.07(d) shall include a control account, and a
subsidiary account for each Lender, in which accounts (taken together) shall be recorded as
follows:




               (i) the date and amount of each Borrowing made hereunder, the Type of Advances
comprising such Borrowing and, if appropriate, the Interest Period applicable thereto;




               (ii) the terms of each Assignment and Acceptance delivered to and accepted by it;




               (iii) the amount of any principal or interest due and payable or to become due and
payable from each Borrower to each Lender hereunder; and




               (iv) the amount of any sum received by JPMorgan Chase, as Administrative Agent, from
the Borrowers hereunder and each Lender’s share thereof.



     (c) Evidence of Payment Obligations. Entries made in good faith by JPMorgan Chase, as
Administrative Agent, in the Register pursuant to Section 2.17(b), and by each Lender in its
account or accounts pursuant to Section 2.17(a), shall be prima facie evidence of
the amount of principal and interest due and payable or to become due and payable from each
Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts,
such Lender, under this Agreement, absent manifest error; provided, however, that
the failure of JPMorgan Chase, as Administrative Agent, or such Lender to make an entry, or any
finding that an entry is incorrect, in the Register or such account or accounts shall not limit or
otherwise affect the obligations of any Borrower under this Agreement.



          Section 2.18. Use of Proceeds. The proceeds of the Advances shall be available (and
each Borrower agrees that it shall use such proceeds) for general corporate purposes of Altria and
its Subsidiaries.




26









 








ARTICLE III




CONDITIONS TO EFFECTIVENESS AND LENDING




          Section 3.01. Conditions Precedent to Effectiveness. This Agreement shall become
effective on and as of the first date (the “Effective Date”) on which the following
conditions precedent have been satisfied:




     (a) Altria shall have notified each Lender and JPMorgan Chase, as Administrative Agent, in
writing as to the proposed Effective Date.



     (b) On the Effective Date, the following statements shall be true and JPMorgan Chase, as
Administrative Agent, shall have received for the account of each Lender a certificate signed by a
duly authorized officer of Altria, dated the Effective Date, stating that:




               (i) the representations and warranties contained in Section 4.01 are correct on and as
of the Effective Date, and




               (ii) no event has occurred and is continuing that constitutes a Default or Event of
Default.



     (c) JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective
Date copies of the letter from Altria dated on or before such day, terminating in whole the
commitments of the banks party to the Existing Loan Agreement.



     (d) Prior to or simultaneously with the Effective Date, Altria shall have satisfied all of its
obligations under the Existing Loan Agreement including, without limitation, the payment of all
loans, accrued interest and fees under the Existing Loan Agreement.



     (e) JPMorgan Chase, as Administrative Agent, shall have received on or before the Effective
Date the following, each dated such day, in form and substance satisfactory to JPMorgan Chase, as
Administrative Agent:




               (i) Certified copies of the resolutions of the Board of Directors of Altria approving
this Agreement, and of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement.




               (ii) A certificate of the Secretary or an Assistant Secretary of Altria certifying the
names and true signatures of the officers of Altria authorized to sign this Agreement and
the other documents to be delivered hereunder.




               (iii) Favorable opinions of counsel (which may be in-house counsel) for Altria,
substantially in the form of Exhibits E-1 and E-2 hereto.




               (iv) A favorable opinion of Simpson Thacher & Bartlett LLP, counsel for JPMorgan Chase,
as Administrative Agent, substantially in the form of Exhibit G hereto.



27









 





     (f) This Agreement shall have been executed by Altria, JPMorgan Chase and Citibank, as
Administrative Agents, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as
Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and
UBS Loan Finance LLC, as Arrangers and Documentation Agents, and JPMorgan Chase, as Administrative
Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this
Agreement.


JPMorgan Chase, as Administrative Agent, shall notify Altria and the Initial Lenders of the date
which is the Effective Date upon satisfaction of all of the conditions precedent set forth in this
Section 3.01. For purposes of determining compliance with the conditions specified in this Section
3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied
with each document or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to the Lenders unless an officer of JPMorgan Chase, as Administrative
Agent, responsible for the transactions contemplated by this Agreement shall have received notice
from such Lender prior to the date that Altria, by notice to the Lenders, designates as the
proposed Effective Date, specifying its objection thereto.




          Section 3.02. Initial Advance to Each Designated Subsidiary. The obligation of each
Lender to make an initial Advance to each Designated Subsidiary following any designation of such
Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by
JPMorgan Chase, as Administrative Agent, on or before the date of such initial Advance of each of
the following, in form and substance satisfactory to JPMorgan Chase, as Administrative Agent, and
dated such date, and in sufficient copies for each Lender:




     (a) Certified copies of the resolutions of the Board of Directors of such Designated
Subsidiary (with a certified English translation if the original thereof is not in English)
approving this Agreement, and of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement.



     (b) A certificate of a proper officer of such Designated Subsidiary certifying the names and
true signatures of the officers of such Designated Subsidiary authorized to sign the Designation
Agreement and the other documents to be delivered hereunder.



     (c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as
of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained
all governmental and third party authorizations, consents, approvals (including exchange control
approvals) and licenses required under applicable laws and regulations necessary for such
Designated Subsidiary to execute and deliver the Designation Agreement and to perform its
obligations hereunder.



     (d) The Designation Agreement of such Designated Subsidiary, substantially in the form of
Exhibit D hereto.



     (e) A favorable opinion of counsel (which may be in-house counsel) to such Designated
Subsidiary, dated the date of such initial Advance, covering, to the extent customary and
appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.



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     (f) Such other approvals, opinions or documents as any Lender, through JPMorgan Chase, as
Administrative Agent, may reasonably request.



          Section 3.03. Conditions Precedent to Each Pro Rata Borrowing. The obligation of each
Lender to make a Pro Rata Advance on the occasion of each Pro Rata Borrowing is subject to the
conditions precedent that the Effective Date shall have occurred and on the date of such Pro Rata
Borrowing the following statements shall be true, and the acceptance by the Borrower of the
proceeds of such Pro Rata Borrowing shall be a representation by such Borrower or Altria, as the
case may be, that:




     (a) the representations and warranties contained in Section 4.01 (except the representations
set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause
(i) thereof)) are correct on and as of the date of such Pro Rata Borrowing, before and after giving
effect to such Pro Rata Borrowing and to the application of the proceeds therefrom, as though made
on and as of such date, and, if such Pro Rata Borrowing shall have been requested by a Designated
Subsidiary, the representations and warranties of such Designated Subsidiary contained in its
Designation Agreement are correct on and as of the date of such Pro Rata Borrowing, before and
after giving effect to such Pro Rata Borrowing and to the application of the proceeds therefrom, as
though made on and as of such date;



     (b) after giving effect to the application of the proceeds of all Borrowings on such date
(together with any other resources of the Borrower applied together therewith) no event has
occurred and is continuing, or would result from such Pro Rata Borrowing, that constitutes a
Default or Event of Default; and



     (c) if such Pro Rata Borrowing is in an aggregate principal amount equal to or greater than
$500,000,000 and is being made in connection with any purchase of shares of such Borrower’s or
Altria’s capital stock or the capital stock of any other Person, or any purchase of all or
substantially all of the assets of any Person (whether in one transaction or a series of
transactions) or any transaction of the type referred to in Section 5.02(b), the statement in (b)
above shall also be true on a pro forma basis as if such transaction or purchase shall have been
completed.



          Section 3.04. Conditions Precedent to Each Competitive Bid Borrowing. The obligation
of each Lender that is to make a Competitive Bid Advance on the occasion of a Competitive Bid
Borrowing is subject to the conditions precedent that (i) JPMorgan Chase, as Administrative Agent,
shall have received the written confirmatory Notice of Competitive Bid Borrowing with respect
thereto, (ii) on or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, JPMorgan Chase, as Administrative Agent, shall have received a
Competitive Bid Note payable to the order of such Lender for each of the one or more Competitive
Bid Advances to be made by such Lender as part of such Competitive Bid Borrowing, in a principal
amount equal to the principal amount of the Competitive Bid Advance to be evidenced thereby and
otherwise on such terms as were agreed to for such Competitive Bid Advance in accordance with
Section 2.07, and (iii) on the date of such Competitive Bid Borrowing the following statements
shall be true, and the acceptance by the Borrower of the proceeds of such Competitive Bid Borrowing
shall be a representation by such Borrower or Altria, as the case may be, that:




29









 








     (a) the representations and warranties contained in Section 4.01 are correct on and as of the
date of such Competitive Bid Borrowing, before and after giving effect to such Competitive Bid
Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,
and, if such Competitive Bid Borrowing shall have been requested by a Designated Subsidiary, the
representations and warranties of such Designated Subsidiary contained in its Designation Agreement
are correct on and as of the date of such Competitive Bid Borrowing, before and after giving effect
to such Competitive Bid Borrowing and to the application of the proceeds therefrom, as though made
on and as of such date, and



     (b) after giving effect to the application of the proceeds of all Borrowings on such date
(together with any other resources of the Borrower applied together therewith), no event has
occurred and is continuing, or would result from such Competitive Bid Borrowing that constitutes a
Default or Event of Default.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




          Section 4.01. Representations and Warranties of Altria. Altria represents and
warrants as follows:




     (a) It is a corporation duly organized, validly existing and in good standing under the laws
of Virginia.



     (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by
it are within its corporate powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule,
regulation or order of any court or governmental agency or any contractual restriction binding on
or affecting it.



     (c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery and
performance by it of this Agreement or the Notes to be delivered by it.



     (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder
will be, a legal, valid and binding obligation of Altria enforceable against Altria in accordance
with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and
subject, as to enforceability, to general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.



     (e) As reported in Altria’s Annual Report on Form 10-K for the year ended December 31, 2005,
the consolidated balance sheets of Altria and its Subsidiaries as of December 31, 2005 and the
consolidated statements of earnings of Altria and its Subsidiaries for the year then ended fairly
present, in all material respects, the consolidated financial position of Altria and its
Subsidiaries as at such date and the consolidated results of the operations of Altria



30









 




and its Subsidiaries for the year ended on such date, all in accordance with accounting
principles generally accepted in the United States. Except as disclosed in Altria’s Annual Report
on Form 10-K for the year ended December 31, 2005, and in any Current Report on Form 8-K filed
subsequent to December 31, 2005 but prior to March 31, 2006, since December 31, 2005 there has been
no material adverse change in such position or operations.




     (f) There is no pending or threatened action or proceeding affecting it or any of its
Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”) (i) that
purports to affect the legality, validity or enforceability of this Agreement or (ii) except for
Proceedings disclosed in Altria’s Annual Report on Form 10-K for the year ended December 31, 2005,
any Current Report on Form 8-K filed subsequent to December 31, 2005 but prior to March 31, 2006
and, with respect to Proceedings commenced after the date of the most recent such document but
prior to March 31, 2006, a certificate delivered to the Lenders, that may materially adversely
affect the financial position or results of operations of Altria and its Subsidiaries taken as a
whole.



     (g) It owns directly or indirectly 100% of the capital stock of each other Borrower.



     (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose
of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other
purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U
and, in each case, would constitute a violation of Regulation U.



ARTICLE V




COVENANTS OF ALTRIA




          Section 5.01. Affirmative Covenants. So long as any Advance shall remain unpaid or
any Lender shall have any Commitment hereunder, Altria will:




     (a) Compliance with Laws, Etc. Comply, and cause each Major Subsidiary to comply, in
all material respects, with all applicable laws, rules, regulations and orders (such compliance to
include, without limitation, complying with ERISA and paying before the same become delinquent all
taxes, assessments and governmental charges imposed upon it or upon its property except to the
extent contested in good faith), noncompliance with which would materially adversely affect the
financial condition or operations of Altria and its Subsidiaries taken as a whole.



     (b) Maintenance of Ratio of Earnings Before Income Taxes to Fixed Charges. Maintain a
ratio of aggregate consolidated Earnings Before Income Taxes for the four most recent fiscal
quarters for which consolidated statements of earnings have been delivered pursuant to Section
5.01(c)(i) or (ii) hereof to consolidated Fixed Charges for such four most recent fiscal quarters
of not less than 2.5 to 1.0; provided that an amount or amounts up to an aggregate of
$5,000,000,000 expensed by Altria (or any Subsidiary thereof) in connection with the settlement of
tobacco-related litigation or for bonding or other similar expenses incurred in order to obtain a



31









 




stay of execution, during the applicable four-quarter period, will not be included in such
calculation.




     (c) Reporting Requirements. Furnish to the Lenders:




               (i) as soon as available and in any event within 60 days after the end of each of the
first three quarters of each fiscal year of Altria, an unaudited interim condensed
consolidated balance sheet of Altria and its Subsidiaries as of the end of such quarter and
unaudited interim condensed consolidated statements of earnings of Altria and its
Subsidiaries for the period commencing at the end of the previous fiscal year and ending
with the end of such quarter, certified by the chief financial officer of Altria;




               (ii) as soon as available and in any event within 100 days after the end of each fiscal
year of Altria, a copy of the consolidated financial statements for such year for Altria and
its Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors
which, as of the date of this Agreement, are one of the “big four” accounting firms);




               (iii) all reports which Altria sends to any of its shareholders, and copies of all
reports on Form 8-K (or any successor forms adopted by the Securities and Exchange
Commission) which Altria files with the Securities and Exchange Commission;




               (iv) as soon as possible and in any event within five days after the occurrence of each
Event of Default and each Default, continuing on the date of such statement, a statement of
the chief financial officer or treasurer of Altria setting forth details of such Event of
Default or Default and the action which Altria has taken and proposes to take with respect
thereto; and




               (v) such other information respecting the condition or operations, financial or
otherwise, of Altria or any Major Subsidiary as any Lender through JPMorgan Chase, as
Administrative Agent, may from time to time reasonably request.


In lieu of furnishing the Lenders the items referred to in clauses (i), (ii) and (iii) above,
Altria may make such items available on the internet at www.altria.com (which website includes an
option to subscribe to a free service alerting subscribers by e-mail of new Securities and Exchange
Commission filings) or any successor or replacement website thereof, or by similar electronic
means.




          Section 5.02. Negative Covenants. So long as any Advance shall remain unpaid or any
Lender shall have any Commitment hereunder, Altria will not:




     (a) Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create
or suffer to exist, any lien, security interest or other charge or encumbrance (other than
operating leases and licensed intellectual property), or any other type of preferential arrangement
(“Liens”), upon or with respect to any of its properties, whether now owned or hereafter
acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each
case to secure or provide for the payment of any Debt of any Person, other than:



32









 






               (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the
ordinary course of business to secure the purchase price of such property or to secure
indebtedness incurred solely for the purpose of financing the acquisition of such property;




               (ii) Liens existing on property at the time of its acquisition (other than any such
lien or security interest created in contemplation of such acquisition);




               (iii) Liens existing on the date hereof securing Debt;




               (iv) Liens on property financed through the issuance of industrial revenue bonds in
favor of the holders of such bonds or any agent or trustee therefor;




               (v) Liens existing on property of any Person acquired by Altria or any Major
Subsidiary;




               (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated
Tangible Assets;




               (vii) Liens upon or with respect to “margin stock” as that term is defined in
Regulation U;




               (viii) Liens in favor of Altria or any Major Subsidiary;




               (ix) Liens in connection with leasing, sale and leaseback and structured finance
transactions conducted in the ordinary course of business of Philip Morris Capital
Corporation, provided that any such Liens that secure the payment of Debt are
without recourse to the general credit or assets of Altria and its Major Subsidiaries;




               (x) precautionary Liens provided by Altria or any Major Subsidiary in connection with
the sale, assignment, transfer or other disposition of assets by Altria or such Major
Subsidiary which transaction is determined by the Board of Directors of Altria or such Major
Subsidiary to constitute a “sale” under accounting principles generally accepted in the
United States; or




               (xi) any extension, renewal or replacement of the foregoing, provided that (A)
such Lien does not extend to any additional assets (other than a substitution of like
assets), and (B) the amount of Debt secured by any such Lien is not increased.



     (b) Mergers, Etc. Consolidate with or merge into, or convey or transfer its
properties and assets substantially as an entirety to, any Person, or permit any Subsidiary
directly or indirectly owned by it to do so, unless, immediately after giving effect thereto, no
Default or Event of Default would exist and, in the case of any merger or consolidation to which it
is a party, the surviving corporation is Altria or was a Subsidiary of Altria immediately prior to
such merger or consolidation, which is organized and existing under the laws of the United States
of America or any State thereof, or the District of Columbia. The surviving corporation of any
merger or consolidation involving Altria or any other Borrower shall assume all of Altria’s or such
Borrower’s obligations under this Agreement (including without limitation with respect to



33









 




Altria’s obligations, the covenants set forth in Article V) by the execution and delivery of
an instrument in form and substance satisfactory to the Required Lenders.




ARTICLE VI




EVENTS OF DEFAULT




          Section 6.01.
Events of Default. Each of the following events (each an
“Event of
Default”) shall constitute an Event of Default:




     (a) Any Borrower or Altria shall fail to pay any principal of any Advance when the same
becomes due and payable; or any Borrower shall fail to pay interest on any Advance, or Altria shall
fail to pay any fees payable under Section 2.09, within ten days after the same becomes due and
payable; or



     (b) Any representation or warranty made or deemed to have been made by any Borrower or Altria
herein or by any Borrower or Altria (or any of their respective officers) in connection with this
Agreement shall prove to have been incorrect in any material respect when made or deemed to have
been made; or



     (c) Any Borrower or Altria shall fail to perform or observe (i) any term, covenant or
agreement contained in Section 5.01(b) or 5.02(b), (ii) any term, covenant or agreement contained
in Section 5.02(a) if such failure shall remain unremedied for 15 days after written notice thereof
shall have been given to Altria by JPMorgan Chase, as Administrative Agent, or any Lender or (iii)
any other term, covenant or agreement contained in this Agreement on its part to be performed or
observed if such failure shall remain unremedied for 30 days after written notice thereof shall
have been given to Altria by JPMorgan Chase, as Administrative Agent, or any Lender; or



     (d) Any Borrower or Altria or any Major Subsidiary shall fail to pay any principal of or
premium or interest on any Debt which is outstanding in a principal amount of at least $100,000,000
in the aggregate (but excluding Debt arising under this Agreement) of such Borrower or Altria or
such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Debt unless adequate provision for any such payment has been made in form and
substance satisfactory to the Required Lenders; or any Debt of any Borrower or Altria or any Major
Subsidiary which is outstanding in a principal amount of at least $100,000,000 in the aggregate
(but excluding Debt arising under this Agreement) shall be declared to be due and payable, or
required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or
defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be
made, in each case prior to the stated maturity thereof unless adequate provision for the payment
of such Debt has been made in form and substance satisfactory to the Required Lenders; or



     (e) Any Borrower or Altria or any Major Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall



34









 




make a general assignment for the benefit of creditors; or any proceeding shall be instituted
by or against any Borrower or Altria or any Major Subsidiary seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment
of a receiver, trustee, or other similar official for it or for any substantial part of its
property, and, in the case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the
actions sought in such proceeding (including, without limitation, the entry of an order for relief
against it or the appointment of a receiver, trustee, custodian or other similar official for it or
for any of its property constituting a substantial part of the property of Altria and its
Subsidiaries taken as a whole) shall occur; or any Borrower or Altria or any Major Subsidiary shall
take any corporate action to authorize any of the actions set forth above in this subsection (e);
or




     (f) Any judgment or order for the payment of money in excess of $100,000,000 shall be rendered
against any Borrower or Altria or any Major Subsidiary and there shall be any period of 60
consecutive days during which a stay of enforcement of such unsatisfied judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; provided that such 60-day
stay period shall be extended for a period not to exceed an additional 120 days if (i) Altria, such
Borrower or such Major Subsidiary is contesting such judgment or enforcement of such judgment in
good faith, unless, with respect only to judgments or orders rendered outside the United States,
such action is not reasonably required to protect its respective assets from levy or garnishment,
and (ii) no assets with a fair market value in excess of $100,000,000 of Altria, such Borrower or
such Major Subsidiary have been levied upon or garnished to satisfy such judgment;
provided, further, that such 60-day stay period shall be further extended for any
judgment or order rendered outside the United States until such time as the conditions in clauses
(i) or (ii) are no longer satisfied; or



     (g) Any Borrower, Altria or any ERISA Affiliate shall incur, or shall be reasonably likely to
incur, liability in excess of $500,000,000 in the aggregate as a result of one or more of the
following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of any
Borrower, Altria or any ERISA Affiliate from a Multiemployer Plan; or (iii) the reorganization or
termination of a Multiemployer Plan; provided, however, that no Default or Event of
Default under this Section 6.01(g) shall be deemed to have occurred if the Borrower, Altria or any
ERISA Affiliate shall have made arrangements satisfactory to the PBGC or the Required Lenders to
discharge or otherwise satisfy such liability (including the posting of a bond or other security);
or



     (h) So long as any Subsidiary of Altria is a Designated Subsidiary, the guaranty provided by
Altria under Article VIII hereof shall for any reason cease to be valid and binding on Altria or
Altria shall so state in writing.



          Section 6.02. Lenders’ Rights upon Event of Default. If an Event of Default occurs or
is continuing, then JPMorgan Chase, as Administrative Agent, shall at the request, or may with the
consent, of the Required Lenders, by notice to Altria and the Borrowers:





35










 







     (a) declare the obligation of each Lender to make further Advances to be terminated, whereupon
the same shall forthwith terminate, and



     (b) declare all the Advances then outstanding, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon the Advances then
outstanding, all such interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which are hereby
expressly waived by the Borrowers;


provided, however, that in the event of an actual or deemed entry of an order for
relief with respect to any Borrower under the Federal Bankruptcy Code, (i) the obligation of each
Lender to make Advances shall automatically be terminated and (ii) the Advances then outstanding,
all such interest and all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by
the Borrowers.




ARTICLE VII




THE ADMINISTRATIVE AGENTS




          Section 7.01. Authorization and Action. Each Lender hereby appoints and authorizes
the Administrative Agents to take such action as agent on its behalf and to exercise such powers
and discretion under this Agreement as are delegated to the Administrative Agents by the terms
hereof, together with such powers and discretion as are reasonably incidental thereto. As to any
matters not expressly provided for by this Agreement (including, without limitation, enforcement or
collection of the Notes), the Administrative Agents shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of the Required
Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that no Administrative Agent shall be required to take any
action that exposes such Administrative Agent to personal liability or that is contrary to this
Agreement or applicable law. Each of the Administrative Agents agrees to give to each Lender
prompt notice of each notice given to it by Altria or any Borrower as required by the terms of this
Agreement or at the request of Altria or such Borrower, and any notice provided pursuant to Section
5.01(c)(iv).




          Section 7.02. Administrative Agents’ Reliance, Etc. Neither the Administrative Agents
nor any of their directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement, except for its or
their own gross negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agents:




     (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom
until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance
entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.07;



36









 





     (b) may consult with legal counsel (including counsel for Altria or any Borrower), independent
public accountants and other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants
or experts;



     (c) make no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or oral) made in or in
connection with this Agreement;



     (d) shall not have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement on the part of Altria or any Borrower
or to inspect the property (including the books and records) of Altria or such Borrower;



     (e) shall not be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto; and



     (f) shall incur no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.



          Section 7.03. JPMorgan Chase, Citibank and Affiliates. With respect to its Commitment
and the Advances made by it, each of JPMorgan Chase and Citibank shall have the same rights and
powers under this Agreement as any other Lender and may exercise the same as though it were not an
Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated, include JPMorgan Chase and Citibank in their individual capacities. JPMorgan Chase and
Citibank and their affiliates may accept deposits from, lend money to, act as trustee under
indentures of, accept investment banking engagements from and generally engage in any kind of
business with, Altria, any Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of Altria, any Borrower or any such Subsidiary, all as if JPMorgan Chase and
Citibank were not Administrative Agents and without any duty to account therefor to the Lenders.




          Section 7.04. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon either Administrative Agent, either Syndication Agent, any
Arranger and Documentation Agent, or any other Lender and based on the financial statements
referred to in Section 4.01 and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Administrative Agent,
Syndication Agent, Arranger and Documentation Agent, or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement.




          Section 7.05. Indemnification. The Lenders agree to indemnify each Administrative
Agent (to the extent not reimbursed by Altria or the Borrowers), ratably according to the
respective principal amounts of the Pro Rata Advances then owing to each of

37









 








them (or if no Pro Rata Advances are at the time outstanding, ratably according to the
respective amounts of their Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever that may be imposed on, incurred by, or asserted against such Administrative
Agent in any way relating to or arising out of this Agreement or any action taken or omitted by
such Administrative Agent under this Agreement (collectively, the “Indemnified Costs”),
provided that no Lender shall be liable for any portion of the Indemnified Costs resulting
from such Administrative Agent’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse such Administrative Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel fees) incurred by such
Administrative Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to
the extent that such Administrative Agent is not reimbursed for such expenses by Altria or the
Borrowers. In the case of any investigation, litigation or proceeding giving rise to any
Indemnified Costs, this Section 7.05 applies whether any such investigation, litigation or
proceeding is brought by any Administrative Agent, any Lender or a third party.




          Section 7.06. Successor Administrative Agents. An Administrative Agent may resign at
any time by giving written notice thereof to the Lenders and Altria and may be removed at any time
with or without cause by the Required Lenders. Upon the resignation or removal of JPMorgan Chase,
as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with
all the rights, powers, discretion, privileges and duties of JPMorgan Chase, as Administrative
Agent, and JPMorgan Chase, as Administrative Agent shall be discharged from its duties and
obligations under this Agreement. Upon any other such resignation or removal which results in
there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint
a successor Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’
removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf
of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement. After any retiring
Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.




          Section 7.07. Syndication Agents and Arrangers and Documentation Agents. Credit
Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. have been designated as Syndication
Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan
Finance LLC have been designated as Arrangers and Documentation

38









 








Agents, under this Agreement, but the use of such titles does not impose on any of them any
duties or obligations greater than those of any other Lender.




ARTICLE VIII




GUARANTY




          Section 8.01. Guaranty. Altria hereby unconditionally and irrevocably guarantees (the
undertaking of Altria contained in this Article VIII being the “Guaranty”) the punctual
payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of
each Borrower now or hereafter existing under this Agreement, whether for principal, interest,
fees, expenses or otherwise (such obligations being the “Obligations”), and any and all
expenses (including counsel fees and expenses) incurred by JPMorgan Chase, as Administrative Agent,
or the Lenders in enforcing any rights under the Guaranty.




          Section 8.02. Guaranty Absolute. Altria guarantees that the Obligations will be paid
strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of
JPMorgan Chase, as Administrative Agent, or the Lenders with respect thereto. The liability of
Altria under this Guaranty shall be absolute and unconditional irrespective of:




     (a) any lack of validity, enforceability or genuineness of any provision of this Agreement or
any other agreement or instrument relating thereto;



     (b) 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 this
Agreement;



     (c) any exchange, release or non-perfection of any collateral, or any release or amendment or
waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or



     (d) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, a Borrower or Altria.



          This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of any of the Obligations is rescinded or must otherwise be returned by JPMorgan
Chase, as Administrative Agent, or any Lender upon the insolvency, bankruptcy or reorganization of
a Borrower or otherwise, all as though such payment had not been made.




          Section 8.03. Waivers. (a) Altria hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the Obligations and this Guaranty and any
requirement that JPMorgan Chase, as Administrative Agent, or any Lender protect, secure, perfect or
insure any security interest or lien or any property subject thereto or exhaust any right or take
any action against a Borrower or any other Person or any collateral.




     (b) Altria hereby irrevocably waives any claims or other rights that it may now or hereafter
acquire against any Borrower that arise from the existence, payment, performance or



39









 







enforcement of Altria’s obligations under this Guaranty or this Agreement, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification
and any right to participate in any claim or remedy of JPMorgan Chase, as Administrative Agent, or
any Lender against such Borrower or any collateral, whether or not such claim, remedy or right
arises in equity or under contract, statute or common law, including, without limitation, the right
to take or receive from such Borrower, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim, remedy or right. If
any amount shall be paid to Altria in violation of the preceding sentence at any time prior to the
later of the cash payment in full of the Obligations and all other amounts payable under this
Guaranty and the Termination Date, such amount shall be held in trust for the benefit of JPMorgan
Chase, as Administrative Agent, and the Lenders and shall forthwith be paid to JPMorgan Chase, as
Administrative Agent, to be credited and applied to the Obligations and all other amounts payable
under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement
and this Guaranty, or to be held as collateral for any Obligations or other amounts payable under
this Guaranty thereafter arising. Altria acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Agreement and this Guaranty and that
the waiver set forth in this Section 8.03(b) is knowingly made in contemplation of such benefits.



          Section 8.04. Continuing Guaranty. This Guaranty is a continuing guaranty and shall
(a) remain in full force and effect until payment in full (after the Termination Date) of the
Obligations and all other amounts payable under this Guaranty, (b) be binding upon Altria, its
successors and assigns, and (c) inure to the benefit of and be enforceable by the Lenders, JPMorgan
Chase, as Administrative Agent, and their respective successors, transferees and assigns.




ARTICLE IX




MISCELLANEOUS




          Section 9.01. Amendments, Etc. No amendment or waiver of any provision of this
Agreement, nor consent to any departure by any Borrower or Altria therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no amendment, waiver or consent shall, unless
in writing and signed by all the Lenders affected thereby, do any of the following: (a) waive any
of the conditions specified in Sections 3.01 and 3.02, (b) increase the Commitments of the Lenders
or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on,
the Pro Rata Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed
for any payment of principal of, or interest on, the Pro Rata Advances or any fees or other amounts
payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Pro Rata Advances, or the number of Lenders, that shall be required for the
Lenders or any of them to take any action hereunder, (f) release Altria from any of its obligations
under Article VIII or (g) amend this Section 9.01; provided further that no waiver
of the conditions specified in Section 3.04 in connection with any Competitive Bid Borrowing shall
be effective unless consented to by all Lenders making Competitive Bid Advances as part of such
Competitive Bid Borrowing; and provided further that no amendment,




40









 







waiver or consent shall, unless in writing and signed by JPMorgan Chase, as Administrative
Agent, in addition to the Lenders required above to take such action, affect the rights or duties
of JPMorgan Chase, as Administrative Agent, under this Agreement or any Pro Rata Advance.




          Section 9.02. Notices, Etc. (a) Addresses. All notices and other
communications provided for hereunder shall be in writing (including telecopier communication) and
mailed, telecopied, or delivered, as follows:




	 	 	 
	 

	 	if to any Borrower:
	 
	 	 
	 

	 	c/o Altria Group, Inc.
	 

	 	120 Park Avenue
	 

	 	New York, New York 10017
	 

	 	Attention: Vice President and Treasurer
	 

	 	Fax number: (917) 663-5067;
	 
	 	 
	 

	 	with a copy to:
	 
	 	 
	 

	 	Altria Corporate Services, Inc.
	 

	 	120 Park Avenue
	 

	 	New York, New York 10017
	 

	 	Attention: Treasury Department — Debt Administration
	 

	 	Fax number: (917) 663-5345;
	 
	 	 
	 

	 	if to Altria, as guarantor:
	 
	 	 
	 

	 	Altria Group, Inc.
	 

	 	120 Park Avenue
	 

	 	New York, New York 10017
	 

	 	Attention: Secretary
	 

	 	Fax number: (917) 663-5372;
	 
	 	 
	 

	 	if to any Initial Lender, at its Domestic Lending Office specified opposite its name on
Schedule I hereto;
	 
	 	 
	 

	 	if to any other Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender;
	 
	 	 
	 

	 	if to JPMorgan Chase, as Administrative Agent:
	 
	 	 
	 

	 	c/o JPMorgan Chase Bank, N.A.
	 

	 	270 Park Avenue, 4th Floor
	 

	 	New York, New York 10017
	 

	 	Attention: Robert Sacks
	 

	 	Fax number: (212) 270-6637;
	 
	 	 
	 

	 	with a copy to:






41









 






	 	 	 
	 

	 	JPMorgan Chase Bank, N.A.
	 

	 	Loan and Agency
	 

	 	1111 Fannin
	 

	 	10th Floor
	 

	 	Houston, Texas 77002
	 

	 	Attention: Leah Hughes
	 

	 	Fax number: (713) 750-2932 and
	 

	 	Jenny Y. Lin
	 

	 	Fax number: (713) 750-2932; or





as to any Borrower, Altria or JPMorgan Chase, as Administrative Agent, at such other address as
shall be designated by such party in a written notice to the other parties and, as to each other
party, at such other address as shall be designated by such party in a written notice to Altria and
JPMorgan Chase, as Administrative Agent.




     (b) Effectiveness of Notices. All such notices and communications shall, when mailed
or telecopied, be effective when deposited in the mail or telecopied, respectively, except that
notices and communications to JPMorgan Chase, as Administrative Agent, pursuant to Article II, III
or VII shall not be effective until received by JPMorgan Chase, as Administrative Agent. Delivery
by telecopier of an executed counterpart of any amendment or waiver of any provision of this
Agreement or of any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of a manually executed counterpart thereof.



          Section 9.03. No Waiver; Remedies. No failure on the part of any Lender or JPMorgan
Chase, as Administrative Agent, to exercise, and no delay in exercising, any right hereunder or
under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies provided by law.




          Section 9.04. Costs and Expenses. (a) Administrative Agent; Enforcement.
Altria agrees to pay on demand all reasonable costs and expenses in connection with the
preparation, execution, delivery, administration (excluding any cost or expenses for administration
related to the overhead of JPMorgan Chase, as Administrative Agent), modification and amendment of
this Agreement and the documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for JPMorgan Chase, as Administrative Agent,
with respect thereto and with respect to advising JPMorgan Chase, as Administrative Agent, as to
its rights and responsibilities under this Agreement, and all costs and expenses of the Lenders and
JPMorgan Chase, as Administrative Agent, if any (including, without limitation, reasonable counsel
fees and expenses of the Lenders and JPMorgan Chase, as Administrative Agent), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement
and the other documents to be delivered hereunder.




     (b) Prepayment of LIBO Rate Advances or Floating Rate Bid Advances. If any payment of
principal of LIBO Rate Advance or Floating Rate Bid Advance is made other than on the last day of
the Interest Period for such Advance or at its maturity, as a result of a payment



42









 







pursuant to Section 2.11, acceleration of the maturity of the Advances pursuant to Section
6.02, an assignment made as a result of a demand by Altria pursuant to Section 9.07(a) or for any
other reason, Altria shall, upon demand by any Lender (with a copy of such demand to JPMorgan
Chase, as Administrative Agent), pay to JPMorgan Chase, as Administrative Agent, for the account of
such Lender any amounts required to compensate such Lender for any additional losses, costs or
expenses which it may reasonably incur as a result of such payment, including, without limitation,
any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain
such Advance. Without prejudice to the survival of any other agreement of any Borrower or Altria
hereunder, the agreements and obligations of each Borrower and Altria contained in Section 2.02(c),
2.05, 2.12, 2.15 and this Section 9.04(b) shall survive the payment in full of principal and
interest hereunder.



     (c) Indemnification. Each Borrower and Altria jointly and severally agree to
indemnify and hold harmless the Administrative Agents and each Lender and each of their respective
affiliates, control persons, directors, officers, employees, attorneys and agents (each, an
“Indemnified Party”) from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and disbursements of counsel) which may be
incurred by or asserted against any Indemnified Party, in each case in connection with or arising
out of, or in connection with the preparation for or defense of, any investigation, litigation, or
proceeding (i) related to any transaction or proposed transaction (whether or not consummated) in
which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly,
by any Borrower, whether or not such Indemnified Party is a party to such transaction or (ii)
related to any Borrower’s or Altria’s entering into this Agreement, or to any actions or omissions
of any Borrower or Altria, any of their respective Subsidiaries or affiliates (other than Kraft
Foods Inc. and its Subsidiaries or affiliates) or any of its or their respective officers,
directors, employees or agents in connection therewith, in each case whether or not an Indemnified
Party is a party thereto and whether or not such investigation, litigation or proceeding is brought
by Altria or any Borrower or any other Person; provided, however, that neither any
Borrower nor Altria shall be required to indemnify any such Indemnified Party from or against any
portion of such claims, damages, losses, liabilities or expenses that is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnified Party.



          Section 9.05. Right of Set-Off. Upon (i) the occurrence and during the continuance of
any Event of Default and (ii) the making of the request or the granting of the consent specified by
Section 6.02 to authorize JPMorgan Chase, as Administrative Agent, to declare the Advances due and
payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the account of Altria or any
Borrower against any and all of the obligations of any Borrower or Altria now or hereafter existing
under this Agreement, whether or not such Lender shall have made any demand under this Agreement
and although such obligations may be unmatured. Each Lender shall promptly notify the appropriate
Borrower or Altria, as the case may be, after any such set-off and application, provided
that the failure to give such notice shall not affect the validity of such set-off and application.
The rights of each Lender and its affiliates under this

43









 








Section 9.05 are in addition to other rights and remedies (including, without limitation,
other rights of set-off) that such Lender and its affiliates may have.




          Section 9.06. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of Altria, JPMorgan Chase, as Administrative Agent, Citibank, as Administrative Agent and
each Lender and their respective successors and assigns, except that neither any Borrower nor
Altria shall have the right to assign its rights hereunder or any interest herein without the prior
written consent of the Lenders.




          Section 9.07. Assignments and Participations. (a) Assignment of Lender
Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’
notice to such Lender and JPMorgan Chase, as Administrative Agent, will assign to one or more
Persons all or a portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it),
subject to the following:





     (i) each such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under this Agreement (other than, except in the case of an assignment
made as a result of a demand by Altria pursuant to this Section 9.07(a), any Competitive Bid
Advances owing to such Lender or any Competitive Bid Notes held by it);




     (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to
each such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 (subject to reduction
at the sole discretion of Altria) and shall be an integral multiple of $1,000,000;




     (iii) each such assignment shall be to an Eligible Assignee;




     (iv) each such assignment made as a result of a demand by Altria pursuant to this
Section 9.07(a) shall be arranged by Altria after consultation with JPMorgan Chase, as
Administrative Agent, and shall be either an assignment of all of the rights and obligations
of the assigning Lender under this Agreement or an assignment of a portion of such rights
and obligations made concurrently with another such assignment or other such assignments
which together cover all of the rights and obligations of the assigning Lender under this
Agreement;




     (v) no Lender shall be obligated to make any such assignment as a result of a demand by
Altria pursuant to this Section 9.07(a) unless and until such Lender shall have received one
or more payments from either the Borrowers to which it has outstanding Advances or one or
more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding
principal amount of the Advances owing to such Lender, together with accrued interest
thereon to the date of payment of such principal amount and all other amounts payable to
such Lender under this Agreement; and



44









 






     (vi) the parties to each such assignment shall execute and deliver to JPMorgan Chase,
as Administrative Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, provided that,
if such assignment is made as a result of a demand by Altria under this Section 9.07(a),
Altria shall pay or cause to be paid such $3,500 fee.


Upon such execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the
assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those
provided under Section 9.04) and be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other
than Section 9.12.




     (b) Assignment and Acceptance. By executing and delivering an Assignment and
Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided in such Assignment
and Acceptance, such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with this Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower or Altria or the performance
or observance by any Borrower or Altria of any of its obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received
a copy of this Agreement, together with copies of the financial statements referred to in Section
4.01 and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon JPMorgan Chase, as Administrative Agent, such assigning
Lender or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under this
Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee
represents that (A) the source of any funds it is using to acquire the assigning Lender’s interest
or to make any Advance is not and will not be plan assets as defined under the regulations of the
Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (B) the
assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in
Section 406 of ERISA; (vii) such assignee appoints and authorizes JPMorgan Chase, as Administrative
Agent, to take such action as agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to JPMorgan Chase, as Administrative Agent, by the terms hereof,
together with such powers and discretion as are reasonably incidental thereto; and (viii) such
assignee agrees that it will perform in accordance with their terms all of the obligations that by
the terms of this Agreement are required to be performed by it as a Lender.



45









 





     (c) Agent’s Acceptance. Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any
Pro Rata Note or Notes subject to such assignment, JPMorgan Chase, as Administrative Agent, shall,
if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C
hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to Altria.



     (d) Register. JPMorgan Chase, as Administrative Agent, shall maintain at its address
referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by
it and a register for the recordation of the names and addresses of the Lenders and the Commitment
of, and principal amount of the Advances owing to, each Lender from time to time (the
“Register”). The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and Altria, the Borrowers, JPMorgan Chase, as Administrative Agent, and the
Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by Altria, any Borrower
or any Lender at any reasonable time and from time to time upon reasonable prior notice.



     (e) Sale of Participation. Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the Advances owing to it and
any Note or Notes held by it), subject to the following:




     (i) such Lender’s obligations under this Agreement (including, without limitation, its
Commitment to Altria hereunder) shall remain unchanged,




     (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations,




     (iii) Altria, the other Borrowers, JPMorgan Chase, as Administrative Agent, and the
other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement, and




     (iv) no participant under any such participation shall have any right to approve any
amendment or waiver of any provision of this Agreement, or any consent to any departure by
any Borrower or Altria therefrom, except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, in each case to the extent subject to such participation, or
postpone any date fixed for any payment of principal of, or interest on, the Advances or any
fees or other amounts payable hereunder, in each case to the extent subject to such
participation.



     (f) Disclosure of Information. Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section 9.07, disclose to
the assignee or participant or proposed assignee or participant, any information relating to Altria
or any Borrower furnished to such Lender by or on behalf of Altria or any Borrower;
provided that, prior to any such disclosure, the assignee or participant or proposed
assignee or participant



46









 







shall agree to preserve the confidentiality of any confidential information relating to Altria
received by it from such Lender.



     (g) Regulation A Security Interest. Notwithstanding any other provision set forth in
this Agreement, any Lender may at any time create a security interest in all or any portion of its
rights under this Agreement (including, without limitation, the Advances owing to it and any Note
or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A.



          Section 9.08. Designated Subsidiaries. (a) Designation. Altria may at any
time, and from time to time, by delivery to JPMorgan Chase, as Administrative Agent, of a
Designation Agreement duly executed by Altria and the respective Subsidiary and substantially in
the form of Exhibit D hereto, designate such Subsidiary as a “Designated Subsidiary” for purposes
of this Agreement and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes
of this Agreement and, as such, shall have all of the rights and obligations of a Borrower
hereunder. JPMorgan Chase, as Administrative Agent, shall promptly notify each Lender of each such
designation by Altria and the identity of the respective Subsidiary.




     (b) Termination. Upon the payment and performance in full of all of the indebtedness,
liabilities and obligations under this Agreement of any Designated Subsidiary then, so long as at
the time no Notice of Pro Rata Borrowing or Notice of Competitive Bid Borrowing in respect of such
Designated Subsidiary is outstanding, such Subsidiary’s status as a “Designated Subsidiary” shall
terminate upon notice to such effect from JPMorgan Chase, as Administrative Agent, to the Lenders
(which notice JPMorgan Chase, as Administrative Agent, shall give promptly, and only upon its
receipt of a request therefor from Altria). Thereafter, the Lenders shall be under no further
obligation to make any Advance hereunder to such former Designated Subsidiary until such time as it
has been redesignated a Designated Subsidiary by Altria pursuant to Section 9.08(a).



          Section 9.09. Governing Law. This Agreement and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York.




          Section 9.10. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.




          Section 9.11. Jurisdiction, Etc. (a) Submission to Jurisdiction; Service of
Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of
the United States of America sitting in New York City, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in
any such New York state court or, to the extent permitted by law, in such




47









 




Federal court. Each Borrower (other than Altria) hereby agrees that service of process in any
such action or proceeding brought in any such New York state court or in such Federal court may be
made upon Altria at its offices at 120 Park Avenue, New York, New York 10017, Attention: Secretary
(the “Process Agent”) and each Designated Subsidiary hereby irrevocably appoints the
Process Agent its authorized agent to accept such service of process, and agrees that the failure
of the Process Agent to give any notice of any such service shall not impair or affect the validity
of such service or of any judgment rendered in any action or proceeding based thereon. Each
Borrower hereby further irrevocably consents to the service of process in any action or proceeding
in such courts by the mailing thereof by any parties hereto by registered or certified mail,
postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement shall affect any right that any party may otherwise have to
serve legal process in any other manner permitted by law or to bring any action or proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.




     (b) Altria as Process Agent. Altria hereby accepts its appointment as Process Agent
and agrees that (i) it will maintain an office in New York, New York through the Termination Date
and will give JPMorgan Chase, as Administrative Agent, prompt notice of any change of its address,
(ii) it will perform its duties as Process Agent to receive on behalf of each Designated Subsidiary
and its property service of copies of the summons and complaint and any other process which may be
served in any action or proceeding in any New York State or Federal court sitting in New York City
arising out of or relating to this Agreement and (iii) it will forward forthwith to each Designated
Subsidiary at its then current address copies of any summons, complaint and other process which
Altria receives in connection with its appointment as Process Agent.



     (c) Waivers. Each of the parties hereto irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or the Notes in any New York state or Federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.



          Section 9.12. Confidentiality. None of the Agents nor any Lender shall disclose any
confidential information relating to Altria or any Borrower to any other Person without the consent
of Altria, other than (a) to such Agent’s or such Lender’s affiliates and their officers,
directors, employees, agents and advisors and, as contemplated by Section 9.07(f), to actual or
prospective assignees and participants, and then, in each such case, only on a confidential basis;
provided, however, that such actual or prospective assignee or participant shall
have been made aware of this Section 9.12 and shall have agreed to be bound by its provisions as if
it were a party to this Agreement, (b) as required by any law, rule or regulation or judicial
process, and (c) as requested or required by any state, federal or foreign authority or examiner
regulating banks or banking or other financial institutions.




          Section 9.13. Integration. This Agreement and the Notes represent the agreement of
Altria, the other Borrowers, the Administrative Agents and the Lenders with

48









 






respect to the subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agents, Altria, the other Borrowers or any Lender relative to
the subject matter hereof not expressly set forth or referred to herein or in the Notes other than
the matters referred to in Sections 2.09(b) and 9.04(a) and except for Confidentiality Agreements
entered into by each Lender in connection with this Agreement.




          Section 9.14. USA Patriot Act Notice. Each Administrative Agent and each Lender
hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Patriot Act”), it is required to
obtain, verify and record information that identifies the Borrowers, which information includes the
name and address of each Borrower and other information that will allow such Lender to identify
such Borrower in accordance with the Patriot Act.




49










 





[Signature
Pages Intentionally Omitted]












 







EXHIBIT A-1 — FORM OF

PRO RATA NOTE




Dated:                                         , 200_




U.S.$                                         




     FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a                      corporation (the
“Borrower”), HEREBY PROMISES TO PAY to the order of                      (the “Lender”) for
the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit
Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in
figures] or, if less, the aggregate principal amount of the Pro Rata Advances outstanding on the
Termination Date made by the Lender to the Borrower pursuant to the 364-Day Revolving Credit
Agreement, dated as of March 31, 2006 among Altria Group, Inc., [certain other Borrowers party
thereto,] the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse Securities (USA) LLC
and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC
Bank USA, National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents for
the Lender and such other lenders (as amended or modified from time to time, the “Credit
Agreement;” the terms defined therein being used herein as therein defined).



     The Borrower promises to pay interest on the unpaid principal amount of each Pro Rata Advance
from the date of such Pro Rata Advance until such principal amount is paid in full, at such
interest rate, and payable at such times, as are specified in the Credit Agreement.



     Both principal and interest in respect of each Pro Rata Advance are payable in Dollars to
JPMorgan Chase, as Administrative Agent, for the account of the Lender at the office of JPMorgan
Chase, located at 270 Park Avenue, New York, New York 10017, in same day funds. Each Pro Rata
Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made
on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Promissory Note.



     This Promissory Note is one of the Pro Rata Notes referred to in, and is entitled to the
benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the
making of Pro Rata Advances by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of
the Borrower resulting from each such Pro Rata Advance being evidenced by this Promissory Note, and
(ii) contains provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.



 









 





     This Promissory Note shall be governed by, and construed in accordance with, the laws of the
State of New York.



	 	 	 	 	 	 	 
	 	 	[NAME OF BORROWER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






2









 





LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	 	 	 	 	Principal	 	Unpaid	 	 
	 	 	Type of	 	Amount of	 	Interest	 	Paid	 	Principal	 	Notation
	Date	 	Advance	 	Advance	 	Rate	 	or Prepaid	 	Balance	 	Made By
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





3









 





EXHIBIT A-2 — FORM OF

COMPETITIVE BID NOTE




Dated:                                         , 200_




U.S.$                                         




     FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a                                         
corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of
                                         (the “Lender”) for the account of its Applicable Lending Office
(as defined in the 364-Day Revolving Credit Agreement, dated as of March 31, 2006 among Altria
Group, Inc., [certain other Borrowers party thereto,] the Lender and certain other lenders party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Administrative
Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents,
and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC,
as Arrangers and Documentation Agents for the Lender and such other lenders (as amended or modified
from time to time, the “Credit Agreement;” the terms defined therein being used herein as
therein defined)), on                     , 200_, the principal amount of U.S.$[                    ].



     The Borrower promises to pay interest on the unpaid principal amount hereof from the date
hereof until such principal amount is paid in full, at the interest rate and payable on the
interest payment date or dates provided below:



     Interest Rate Basis:                                         .



     Day Count Convention:                                         .



     Interest Payment Date(s):                                         .



     Both principal and interest are payable in Dollars to JPMorgan Chase, as Administrative Agent,
for the account of the Lender at the office of JPMorgan Chase, located at 270 Park Avenue, New
York, New York 10017, in same day funds.



     This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to
the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains
provisions for acceleration of the maturity hereof upon the happening of certain stated events.



     The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to
exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.



     This Promissory Note shall be governed by, and construed in accordance with, the laws of the
State of New York.



	 	 	 	 	 	 	 
	 	 	[NAME OF BORROWER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 






EXHIBIT B-1 — FORM OF NOTICE OF

PRO RATA BORROWING




[Date]




JPMorgan Chase Bank, N.A., as Administrative Agent





for the Lenders party

to the Credit Agreement

referred to below



     Attention:                                         



Ladies and Gentlemen:




     [NAME OF BORROWER], refers to the 364-Day Revolving Credit Agreement, dated as of March 31,
2006 (as amended or modified from time to time, the “Credit Agreement,” the terms defined
therein being used herein as therein defined), among Altria Group, Inc., [certain other Borrowers
party thereto,] the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent,
Citibank, N.A., as Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA,
National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents for such
Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement
that the undersigned hereby requests a Pro Rata Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Pro Rata Borrowing (the “Proposed
Pro Rata Borrowing”) as required by Section 2.02(a) of the Credit Agreement:




     (i)
The date of the Proposed Pro Rata Borrowing is
                    ,
200     .




     (ii) The Type of Advances comprising the Proposed Pro Rata Borrowing is [Base Rate
Advances] [LIBO Rate Advances].




     (iii) The aggregate amount of the Proposed Pro Rata Borrowing is
U.S.$[                      ].




     [(iv) The initial Interest Period for each LIBO Rate Advance made as part of the
Proposed Pro Rata Borrowing is ___month(s).]



     The undersigned, as applicable, hereby certifies that the following statements are true on the
date hereof, and will be true on the date of the Proposed Pro Rata Borrowing:




     (A) the representations and warranties contained in Section 4.01 of the Credit
Agreement (except the representations set forth in the last sentence of subsection (e)
thereof and in subsection (f) thereof (other than clause (i) thereof)) are correct, before
and after giving effect to the Proposed Pro Rata Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date;



 









 






     [if the Borrower is a Designated Subsidiary: the representations and warranties of such
Designated Subsidiary contained in its Designation Agreement are correct, before and after
giving effect to the Proposed Pro Rata Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date;]




     (B) after giving effect to the application of the proceeds of all Borrowings on the
date of such Pro Rata Borrowing (together with any other resources of the Borrower applied
together therewith), no event has occurred and is continuing, or would result from such Pro
Rata Borrowing, that constitutes a Default or Event of Default;




     (C) if such Proposed Pro Rata Borrowing is in an aggregate principal amount equal to or
greater than $500,000,000 and is being made in connection with any purchase of shares of the
Borrower’s capital stock or the capital stock of any other Person, or any purchase of all or
substantially all of the assets of any Person (whether in one transaction or a series of
transactions) or any transaction of the type referred to in Section 5.02(b) of the Credit
Agreement, the statement in clause (B) above will be true on a
pro forma basis as if such
transaction or purchase shall have been completed; and




     (D) the aggregate principal amount of the Proposed Pro Rata Borrowing and all other
Borrowings to be made on the same day under the Credit Agreement is within the aggregate
unused Commitments of the Lenders.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	ALTRIA GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF BORROWER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







2









 








EXHIBIT B-2 — FORM OF NOTICE OF

COMPETITIVE BID BORROWING




[Date]




JPMorgan Chase Bank, N.A., as Administrative Agent





for the Lenders party

to the Credit Agreement

referred to below



     Attention:                                         



Ladies and Gentlemen:




     [NAME OF BORROWER], refers to the 364-Day Revolving Credit Agreement, dated as of March 31,
2006 (as amended or modified from time to time, the “Credit Agreement,” the terms defined
therein being used herein as therein defined), among Altria Group, Inc., [certain other Borrowers
party thereto,] the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent,
Citibank, N.A., as Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA,
National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents for such
Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.07(b) of the Credit
Agreement that the undersigned hereby requests a Competitive Bid Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which such Competitive Bid Borrowing (the
“Proposed Competitive Bid Borrowing”) is requested to be made:




	 	(A)	 	Date of Competitive Bid Borrowing;
	 
	 	(B)	 	Amount of Competitive Bid Borrowing;
	 
	 	(C)	 	Interest rate basis;
	 
	 	(D)	 	Day count convention;
	 
	 	(E)	 	[Interest Period] [Maturity date];
	 
	 	(F)	 	Interest payment date(s);
	 
	 	(G)	 	Borrower’s account location;
	 
	 	(H)	 	[other terms (if any)].





     The undersigned, as applicable, hereby certifies that the following statements are true on the
date hereof, and will be true on the date of the Proposed Competitive Bid Borrowing:




     (a) the representations and warranties contained in Section 4.01 of the Credit
Agreement are correct, before and after giving effect to the Proposed Competitive Bid



 









 






Borrowing and to the application of the proceeds therefrom, as though made on and as of
such date;




     [if the Borrower is a Designated Subsidiary: the representations and warranties of such
Designated Subsidiary contained in its Designation Agreement are correct, before and after
giving effect to the Proposed Competitive Bid Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date;]




     (b) after giving effect to the application of the proceeds of all Borrowings on the
date of such Competitive Bid Borrowing (together with any other resources of the Borrower
applied together therewith), no event has occurred and is continuing, or would result from
such Proposed Competitive Bid Borrowing, that constitutes a Default or Event of Default; and




     (c) the aggregate principal amount of the Proposed Competitive Bid Borrowing and all
other Borrowings to be made on the same day under the Credit Agreement is within the
aggregate unused Commitments of the Lenders.



     The undersigned hereby confirms that the Proposed Competitive Bid Borrowing is to be made
available to it in accordance with Section 2.07(e) of the Credit Agreement.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	ALTRIA GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF BORROWER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






2









 





EXHIBIT C — FORM OF

ASSIGNMENT AND ACCEPTANCE




     Reference is made to the 364-Day Revolving Credit Agreement, dated as of March 31, 2006 (as
amended or modified from time to time, the “Credit Agreement,” the terms defined therein
being used herein as therein defined), among Altria Group, Inc., a Virginia corporation, [certain
other Borrowers party thereto,] the Lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse Securities (USA) LLC
and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC
Bank USA, National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents for
such Lenders.



     The “Assignor” and the “Assignee” referred to on Schedule 1 hereto agree as follows:



          1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases
and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under
the Credit Agreement as of the date hereof (other than in respect of Competitive Bid Advances and
Competitive Bid Notes) equal to the percentage interest specified on Schedule 1 hereto of all
outstanding rights and obligations under the Credit Agreement (other than in respect of Competitive
Bid Advances and Competitive Bid Notes). After giving effect to such sale and assignment, the
Assignee’s Commitment and the amount of the Pro Rata Advances owing to the Assignee will be as set
forth on Schedule 1 hereto. Each of the Assignor and the Assignee represents and warrants that it
is authorized to execute and deliver this Assignment and Acceptance.




          2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
any Borrower or Altria or the performance or observance by any Borrower or Altria of any of its
obligations under the Credit Agreement or any other instrument or document furnished pursuant
thereto.




          3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements referred to in Section 4.01 thereof and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon JPMorgan Chase, as Administrative Agent, any other Agent, the Assignor or any other
Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) confirms that it is an Eligible Assignee; (iv) represents that (A) the source of
any funds it is using to acquire the Assignor’s interest or to make any Advance is not and will not
be plan assets as defined under the regulations of the Department of Labor of any Plan subject to
Title I of ERISA or Section 4975 of the Code or (B) the assignment or Advance is not and will be
not be a non-exempt prohibited transaction as





 









 







defined in Section 406 of ERISA; (v) appoints and authorizes JPMorgan Chase, as Administrative
Agent, to take such action as agent on its behalf and to exercise such powers and discretion under
the Credit Agreement as are delegated to JPMorgan Chase, as Administrative Agent, by the terms
thereof, together with such powers and discretion as are reasonably incidental thereto; and (vi)
agrees that it will perform in accordance with their terms all of the obligations that by the terms
of the Credit Agreement are required to be performed by it as a Lender.




          4. This Assignment and Acceptance will be delivered to JPMorgan Chase, as Administrative
Agent, for acceptance and recording by JPMorgan Chase, as Administrative Agent, following its
execution. The effective date for this Assignment and Acceptance (the “Effective Date”)
shall be the date of acceptance hereof by JPMorgan Chase, as Administrative Agent, unless otherwise
specified on Schedule 1 hereto.




          5. Upon such acceptance and recording by JPMorgan Chase, as Administrative Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder
and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish
its rights and be released from its obligations under the Credit Agreement.




          6. Upon such acceptance and recording by JPMorgan Chase, as Administrative Agent, from and
after the Effective Date, JPMorgan Chase, as Administrative Agent, shall make all payments under
the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest and facility fees with respect thereto) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement
for periods prior to the Effective Date directly between themselves.




          7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the
laws of the State of New York.




          8. This Assignment and Acceptance may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier
shall be effective as delivery of a manually executed counterpart of this Assignment and
Acceptance.




     IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment
and Acceptance to be executed by their officers thereunto duly authorized as of the date specified
thereon.




2









 







Schedule 1

to

Assignment and Acceptance




Percentage interest assigned:                     %



Assignee’s Commitment:       U.S.$                    



Aggregate outstanding principal amount of Pro Rata Advances assigned:
 U.S.$                    



Effective Date1:                                              , 200_




	 	 	 	 	 	 	 
	 

	 	 	 	[NAME OF ASSIGNOR], as Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Dated:                                         , 200_	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	[NAME OF ASSIGNEE], as Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Dated:                                         , 200_	 	 
	 
	 	 	 	 	 	 
	 	 	Domestic Lending Office:	 	 
	 

	 	 	 	[Address]	 	 






Accepted this                      day of                                         , 200_

JPMORGAN CHASE BANK, N.A., as Administrative Agent




	 	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 






[Approved this                      day of                                         , 200_]




	 	 	 	 	 
	[NAME OF BORROWER]2	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 








 




			
	1	 	This date should be no earlier than five
Business Days after the delivery of this Assignment and Acceptance to JPMorgan
Chase, as Administrative Agent.
	 
	2	 	Required if the Assignee is an Eligible
Assignee solely by reason of clause (viii) of the definition of “Eligible
Assignee.”

















 







EXHIBIT D — FORM OF

DESIGNATION AGREEMENT




	 	 	 
	 

	 	[Date]1






JPMorgan Chase Bank, N.A., as Administrative Agent

   for the Lenders party to the Credit Agreement

  referred to below




Ladies and Gentlemen:




     Reference is made to the 364-Day Revolving Credit Agreement, dated as March 31, 2006 (as
amended or modified from time to time, the “Credit
Agreement,” the terms defined therein being used
herein as therein defined), among Altria Group, Inc., [certain other Borrowers party thereto,] the
Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as
Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as
Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and
UBS Loan Finance LLC, as Arrangers and Documentation Agents for such Lenders.



     Please be advised that Altria hereby designates its undersigned wholly-owned Subsidiary,
____________(“Designated Subsidiary”), as a “Designated Subsidiary” under and for all
purposes of the Credit Agreement.



     The Designated Subsidiary, in consideration of each Lender’s agreement to extend credit to it
under and on the terms and conditions set forth in the Credit Agreement, does hereby assume each of
the obligations imposed upon a “Designated Subsidiary” and a “Borrower” under the Credit Agreement
and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the
foregoing, the Designated Subsidiary hereby represents and warrants to each Lender as follows:




     (a) The Designated Subsidiary is a corporation duly organized, validly existing and in
good standing under the laws of ____________.




     (b) The execution, delivery and performance by the Designated Subsidiary of this
Designation Agreement, the Credit Agreement and the Notes to be delivered by it are within
the Designated Subsidiary’s corporate powers, have been duly authorized by all necessary
corporate action and do not contravene (i) the Designated Subsidiary’s charter or by-laws or
(ii) in any material respect, any law, rule, regulation or order of any court or
governmental agency or contractual restriction binding on or affecting it.





 




			
	1	 	For Subsidiaries that are not listed on
Schedule II, date must be at least (i) three Business Days for a Designated
Subsidiary organized in the United States or any political subdivision thereof
and (ii) five Business Days for a Designated Subsidiary organized outside the
United States, in each case, prior to the date of the initial Pro Rata Advance
to such Designated Subsidiary.




 









 











     (c) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due execution, delivery
and performance by the Designated Subsidiary of this Designation Agreement, the Credit
Agreement or the Notes to be delivered by it.




     (d) This Designation Agreement is, and the Notes to be delivered by the Designated
Subsidiary when delivered will be, legal, valid and binding obligations of the Designated
Subsidiary enforceable against the Designated Subsidiary in accordance with their respective
terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally
and to the effect of general principles of equity (regardless of whether such enforceability
is sought in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.




     (e) There is no pending or threatened action or proceeding affecting the Designated
Subsidiary or any of its Subsidiaries before any court, governmental agency or arbitrator
that purports to affect the legality, validity or enforceability of this Designation
Agreement, the Credit Agreement or any Note of the Designated Subsidiary.




     (f) The registered address; name, telephone number, facsimile number and email address
of contact person; and internet address, if available, of the Designated Subsidiary are
___.]2




     (g) [The Federal employer identification number of the Designated Subsidiary is
___.]2,3



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	ALTRIA GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	[DESIGNATED SUBSIDIARY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	2	 	Does not apply to Subsidiaries listed on
Schedule II.
	 
	3	 	Does not apply to Designated Subsidiaries
organized outside the United States.




2









 










EXHIBIT E-1 — FORM OF

OPINION OF COUNSEL

FOR ALTRIA




	 	 	 
	[Letterhead of Hunton & Williams LLP]

	 	 
	 
	 	 
	[Effective Date]
	 	 






To each of the Lenders party

  to the Credit Agreement referred to below




Altria Group, Inc.




Ladies and Gentlemen:




     This opinion is furnished to you pursuant to Section 3.01(e)(iii) of the 364-Day Revolving
Credit Agreement, dated as of March 31, 2006 (the “Credit Agreement”), among Altria Group,
Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank,
N.A., as Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities
Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National
Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents for such Lenders.
Terms defined in the Credit Agreement are used herein as therein defined.



     We have acted as counsel for Altria in connection with the preparation, execution and delivery
of the Credit Agreement.



     In that connection, we have examined the following documents:




     (1) The Credit Agreement.




     (2) The documents furnished by Altria pursuant to Article III of the Credit Agreement.




     (3) The Articles of Incorporation of Altria and all amendments thereto (the
“Charter”).




     (4) The by-laws of Altria and all amendments thereto (the “By-laws”).



     We have also examined the originals, or copies certified to our satisfaction, of such
corporate records of Altria, certificates of public officials and of officers of Altria, and
agreements, instruments and other documents, as we have deemed relevant and necessary as a basis
for the opinions expressed below. As to questions of fact material to such opinions, we have, when
relevant facts were not independently established by us, relied upon the representations of Altria
set forth in the Credit Agreement and upon certificates of Altria or its officers or of public
officials. Whenever the phrase “to our knowledge” is used herein, it refers to the actual
knowledge of the attorneys of the firm involved in the representation of Altria in connection with
the Credit Agreement, without independent investigation. We have assumed the due execution and
delivery, pursuant to due authorization, of the Credit Agreement by the Initial



 









 




Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N. A., as
Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as
Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and
UBS Loan Finance LLC, as Arrangers and Documentation Agents.




     Our
opinions expressed below are limited to the law of the State of New York, the Commonwealth
of Virginia and the Federal law of the United States.



     Based upon the foregoing and upon such investigation as we have deemed necessary, we are of
the following opinion:




     1. Altria is a corporation duly organized, validly existing and in good standing under
the laws of the Commonwealth of Virginia.




     2. The execution, delivery and performance by Altria of the Credit Agreement and the
Notes, and the consummation of the transactions contemplated thereby, are within Altria’s
corporate powers, have been duly authorized by all necessary corporate action, and do not
contravene (i) the Charter or the By-laws or (ii) any law, rule or regulation applicable to
Altria (including, without limitation, Regulation X of the Board of Governors of the Federal
Reserve System) or (iii) to our knowledge, any contractual restriction binding on or
affecting Altria. The Credit Agreement and any Notes delivered on the date hereof have been
duly executed and delivered on behalf of Altria.




     3. No authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for the due
execution, delivery and performance by Altria of the Credit Agreement and the Notes.




     4. The Credit Agreement is the legal, valid and binding obligation of Altria
enforceable against Altria in accordance with its terms. The Notes issued on the date
hereof, if any, are the legal, valid and binding obligations of Altria, enforceable against
Altria in accordance with their respective terms.



     The opinion set forth in paragraph 4 above is subject to the effect of any applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting
creditors’ rights generally and to the effect of general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.



     We express no opinion with respect to:



          (A) The effect of any provision of the Credit Agreement which is intended to permit
modification thereof only by means of an agreement in writing by the parties thereto;



          (B) The effect of any provision of the Credit Agreement insofar as it provides that any Person
purchasing a participation from a Lender or other Person may exercise set-off or



2









 




similar rights with respect to such participation or that any Lender or other Person may
exercise set-off or similar rights other than in accordance with applicable law;




          (C) The effect of any provision of the Credit Agreement imposing penalties or forfeitures;



          (D) The enforceability of any provision of the Credit Agreement to the extent that such
provision constitutes a waiver of illegality as a defense to performance of contract obligations;
or



          (E) The effect of any provision of the Credit Agreement relating to indemnification or
exculpation in connection with violations of any securities laws or relating to indemnification,
contribution or exculpation in connection with willful, reckless or criminal acts or gross
negligence of the indemnified or exculpated Person or the Person receiving contribution.



          In connection with the provisions of the Credit Agreement which relate to forum selection
(including, without limitation, any waiver of any objection to venue or any objection that a court
is an inconvenient forum), we note that, under NYCPLR § 510, a New York State court may have
discretion to transfer the place of trial, and, under 28 U.S.C. § 1404(a), a United States District
Court has discretion to transfer an action from one Federal court to another.



     This opinion is being furnished to you pursuant to Section 3.01(e)(iii) of the Credit
Agreement, is solely for the benefit of you and your counsel, and is not intended for, and may not
be relied upon by, any other person or entity without our prior written consent. We undertake no
duty to inform you of events occurring subsequent to the date hereof.



	 	 	 
	 

	 	Very truly yours,







3









 








EXHIBIT E-2 — FORM OF

OPINION OF COUNSEL

FOR ALTRIA




	 	 	 
	 

	 	[Effective Date]






To each of the Lenders party

  to the Credit Agreement referred to below




Altria Group, Inc.




Ladies and Gentlemen:




     This opinion is furnished to you pursuant to Section 3.01(e)(iii) of the 364-Day Revolving
Credit Agreement, dated as of March 31, 2006 (the “Credit Agreement”), among Altria Group,
Inc. (“Altria”), the Lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit
Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO
Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC, as Arrangers
and Documentation Agents for such Lenders. Terms defined in the Credit Agreement are used herein
as therein defined.



     I have acted as counsel for Altria in connection with the preparation, execution and delivery
of the Credit Agreement.



     In that connection, I have examined originals, or copies certified to my satisfaction, of such
corporate records of Altria, certificates of public officials and of officers of Altria, and
agreements, instruments and other documents, as I have deemed relevant and necessary as a basis for
the opinions expressed below. As to questions of fact material to such opinions, I have, when
relevant facts were not independently established by me, relied upon certificates of Altria or its
officers or of public officials.



     Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the
opinion that, to the best of my knowledge, (i) there is no pending or threatened action or
proceeding against Altria or any of its Subsidiaries before any court, governmental agency or
arbitrator (a “Proceeding”) that purports to affect the legality, validity, binding effect
or enforceability of the Credit Agreement or the Notes, if any, or the consummation of the
transactions contemplated thereby, and (ii) except for Proceedings disclosed in the Annual Report
on Form 10-K of Altria for the fiscal year ended December 31, 2005, and any Current Reports on Form
8-K filed subsequent to December 31, 2005 but prior to March 31, 2006, or, with respect to
Proceedings commenced after the date of the most recent such document but prior to March 31, 2006,
a certificate delivered to the Lenders and attached hereto, there are no Proceedings that are
likely to have a materially adverse effect upon the financial position or results of operations of
Altria and its Subsidiaries taken as a whole.



	 	 	 
	 

	 	Very truly yours,







 









 








EXHIBIT F — FORM OF

OPINION OF COUNSEL

FOR DESIGNATED SUBSIDIARY




	 	 	 
	 

	 	[Effective Date]






To each of the Lenders party

  to the Credit Agreement referred to below




Altria Group, Inc.




Ladies and Gentlemen:




     This opinion is furnished to you pursuant to Section 3.02(e) of the 364-Day Revolving Credit
Agreement, dated as of March 31, 2006 (the “Credit Agreement”), among Altria Group, Inc.
(“Altria”), [certain other Borrowers party thereto,] the Lenders party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse
Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank
N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC, as Arrangers and
Documentation Agents for such Lenders. Terms defined in the Credit Agreement are used herein as
therein defined.



     We have acted as counsel for ___(the “Designated Subsidiary”) in connection
with the preparation, execution and delivery of the Designation Agreement.



     In that connection, we have examined the following documents:




     (1) The Designation Agreement.




     (2) The Credit Agreement.




     (3) The documents furnished by the Designated Subsidiary pursuant to Article III of the
Credit Agreement.




     (4) The [Articles] [Certificate] of Incorporation of the Designated Subsidiary and all
amendments thereto (the “Charter”).




     (5) The by-laws of the Designated Subsidiary and all amendments thereto (the
“By-laws”).



     We have also examined the originals, or copies certified to our satisfaction, of such
corporate records of the Designated Subsidiary, certificates of public officials and of officers of
the Designated Subsidiary, and agreements, instruments and other documents, as we have deemed
relevant and necessary as a basis for the opinions expressed below. As to questions of fact
material to such opinions, we have, when relevant facts were not independently established by us,
relied upon certificates of the Designated Subsidiary or its officers or of public officials. We
have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement
by the Initial Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as
Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche



 









 




Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank
USA, National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents.




     Based upon the foregoing and upon such investigation as we have deemed necessary, we are of
the following opinion:




     1. The Designated Subsidiary is a corporation duly organized, validly existing and in
good standing under the laws of ___.




     2. The execution, delivery and performance by the Designated Subsidiary of the
Designation Agreement, the Credit Agreement and the Notes to be delivered by it, and the
consummation of the transactions contemplated thereby, are within the Designated
Subsidiary’s corporate powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) the Charter or the By-laws or (ii) any law, rule or regulation
applicable to the Designated Subsidiary (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System) or (iii) to our knowledge, any contractual
restriction binding on or affecting the Designated Subsidiary. The Designation Agreement,
the Credit Agreement and the Notes delivered by the Designated Subsidiary on the date hereof
have been duly executed and delivered on behalf of the Designated Subsidiary.




     3. No authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for the due
execution, delivery and performance by the Designated Subsidiary of the Designation
Agreement, the Credit Agreement and the Notes delivered by the Designated Subsidiary.




     4. The Designation Agreement and the Credit Agreement are the legal, valid and binding
obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in
accordance with their respective terms. The Notes issued on the date hereof, if any, by the
Designated Subsidiary are the legal, valid and binding obligations of the Designated
Subsidiary, enforceable against the Designated Subsidiary in accordance with their
respective terms.




     5. There is, to the best of my knowledge, no pending or threatened action or proceeding
against the Designated Subsidiary or any of its Subsidiaries before any court, governmental
agency or arbitrator that purport to affect the legality, validity, binding effect or
enforceability of the Designation Agreement, the Credit Agreement or any of the Notes
delivered by the Designated Subsidiary or the consummation of the transactions contemplated
thereby.



2









 





     The opinion set forth in paragraph 4 above is subject to the effect of any applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting
creditors’ rights generally and to the effect of general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.



	 	 	 
	 

	 	Very truly yours,







3









 








EXHIBIT G

FORM OF OPINION OF

COUNSEL FOR JPMORGAN CHASE,

AS ADMINISTRATIVE AGENT




	 	 	 
	[Letterhead of Simpson Thacher & Bartlett LLP]

	 	 
	 
	 	 
	[Effective Date]
	 	 






JPMorgan Chase Bank, N.A. and Citibank, N.A.,

as Adminstrative Agents




 The Lenders listed on Schedule I hereto

  which are parties to the Credit Agreement

  on the date hereof




	 	 	 
	Re:

	 	364-Day Revolving Credit Agreement dated as
	 

	 	of March 31, 2006 (the “Credit Agreement”)
	 

	 	among Altria Group, Inc. (the “Company”),
	 

	 	and Credit Suisse Securities (USA) LLC and
	 

	 	Deutsche Bank Securities Inc., as Syndication
	 

	 	Agents, and ABN AMRO Bank N.V., BNP
	 

	 	Paribas, HSBC Bank USA, National
	 

	 	Association and UBS Loan Finance LLC,
	 

	 	as Arrangers and Documentation Agents






Ladies and Gentlemen:




     We have acted as counsel to JPMorgan Chase Bank, N.A., as Administrative Agent, in connection
with the preparation, execution and delivery of the Credit Agreement.



     This opinion is delivered to you pursuant to Section 3.01(e)(iv) of the Credit Agreement.
Terms used herein which are defined in the Credit Agreement shall have the respective meanings set
forth in the Credit Agreement, unless otherwise defined herein.



     In connection with this opinion, we have examined a copy of the Credit Agreement signed by the
Company and by the Administrative Agents and the Lenders.



     We also have examined the originals, or duplicates or certified or conformed copies, of such
records, agreements, instruments and other documents and have made such other investigations as we
have deemed relevant and necessary in connection with the opinions expressed herein. As to
questions of fact material to this opinion, we have relied upon certificates of public officials
and of officers and representatives of the Company. In addition,



 









 




we have examined, and have relied as to matters of fact upon, the representations made in the
Credit Agreement.




     In rendering the opinion set forth below, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as duplicates or
certified or conformed copies, and the authenticity of the originals of such latter documents.



     In rendering the opinion set forth below we have assumed that (1) the Credit Agreement is a
valid and legally binding obligation of each of the Lenders party thereto, (2) the Company is duly
organized and validly existing and in good standing under the laws of the jurisdiction in which it
is organized and of each other jurisdiction in which the conduct of its business or ownership of
its property makes such qualification necessary, has the corporate power and authority to execute,
deliver and perform its obligations under the Credit Agreement and has duly authorized, executed
and delivered the Credit Agreement in accordance with its Articles of Incorporation and By-laws or
other similar organizational documents, and (3)(a) execution, delivery and performance by the
Company of the Credit Agreement do not contravene its Articles of Incorporation or By-laws or other
similar organizational documents, (b) execution, delivery and performance by the Company of the
Credit Agreement do not violate, or require any consent not obtained under, the laws of the
jurisdiction in which it is organized or any other applicable laws or regulations or any order,
writ, injunction or decree of any court or other governmental authority binding on the Company, and
(c) execution, delivery and performance by the Company of the Credit Agreement do not constitute a
breach or violation of, or require any consent not obtained under, any agreement or instrument
which is binding upon the Company.



     Based upon and subject to the foregoing, and subject to the qualifications and limitations set
forth herein, we are of the opinion that the Credit Agreement constitutes the valid and legally
binding obligation of the Company, enforceable against the Company in accordance with its terms.



     Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding
in equity or at law) and (iii) an implied covenant of good faith and fair dealing.



     We express no opinion with respect to:



          (A) the effect of any provision of the Credit Agreement which is intended to permit
modification thereof only by means of an agreement in writing by the parties thereto;



          (B) the effect of any provision of the Credit Agreement insofar as it provides that any Person
purchasing a participation from a Lender or other Person may exercise set-off or similar rights
with respect to such participation or that any Lender or other Person may exercise set-off or
similar rights other than in accordance with applicable law;



          (C) the effect of any provision of the Credit Agreement imposing penalties or forfeitures;



2









 





          (D) the enforceability of any provision of the Credit Agreement to the extent that such
provision constitutes a waiver of illegality as a defense to performance of contract obligations;
or



          (E) the effect of any provision of the Credit Agreement relating to indemnification or
exculpation in connection with violations of any securities laws or relating to indemnification,
contribution or exculpation in connection with willful, reckless or criminal acts or gross
negligence of the indemnified or exculpated Person or the Person receiving contribution.



          In connection with the provisions of the Credit Agreement which relate to forum selection
(including, without limitation, any waiver of any objection to venue or any objection that a court
is an inconvenient forum), we note that under NYCPLR § 510, a New York State court may have
discretion to transfer the place of trial, and under 28 U.S.C. § 1404(a), a United States District
Court has discretion to transfer an action from one Federal court to another.



          We are members of the Bar of the State of New York, and we do not express any opinion herein
concerning any law other than the law of the State of New York and the Federal law of the United
States.



          This opinion letter is rendered to you in connection with the above-described transaction.
This opinion letter may not be relied upon by you for any other purpose, or relied upon by, or
furnished to, any other person, firm or corporation without our prior written consent. This
opinion letter may be furnished to, but may not be relied upon by, a regulatory authority entitled
to receive it.



	 	 	 
	 

	 	Very truly yours,







3