Guarantee Agreement for 4.500% Notes due 2043



 Exhibit 4.2 
 GUARANTEE, dated as of May 2, 2013 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in
favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 4.500% Notes due 2043 (collectively, the “Debt Securities”) of Altria Group,
Inc., a Virginia corporation (the “Issuer”). 
 WITNESSETH: 

SECTION 1.    Guarantee. (a) The Guarantor hereby unconditionally guarantees the punctual payment when due,
whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Debt Securities (the “Obligations”), according to the terms of the Debt Securities and as more fully described in
the Indenture (as amended, modified or otherwise supplemented from time to time, the “Indenture”), dated as of November 4, 2008, among the Issuer, the Guarantor and the Trustee, and any other amounts payable by the Guarantor
under the Indenture. 
 (b)        It is the intention of the Guarantor that this
Guarantee not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to this Guarantee.
To effectuate the foregoing intention, the amount guaranteed by the Guarantor under this Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the
Guarantor that are relevant under such laws, result in the Obligations of the Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or
any similar federal or state law for the relief of debtors. 
 SECTION 2.    Guarantee Absolute. The
Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of
Holders of the Debt Securities with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of: 
 (i)        any lack of validity, enforceability or genuineness of any provision of the Indenture, the Debt Securities or any other agreement or instrument relating
thereto; 
 (ii)        any change in the time, manner or place of
payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Indenture; 
 (iii)        any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee,
for all or any of the Obligations; or 
 (iv)        any other
circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a guarantor. 







 SECTION 3.    Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an unsecured obligation of the Guarantor ranking (a) pari passu with all existing and future senior indebtedness of the Guarantor and (b) senior in right
of payment to all existing and future subordinated indebtedness of the Guarantor. 
 SECTION
4.    Waiver; Subrogation. (a)        The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement
that the Trustee, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any
collateral. 
 (b)        The Guarantor hereby irrevocably waives any claims or other
rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer 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 the Issuer, 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 the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this
Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this
Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that
it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits. 

SECTION 5.    No Waiver; Remedies. No failure on the part of the Trustee or any Holder of the Debt Securities
to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder 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
6.    Continuing Guarantee; Transfer of Interest. This Guarantee is a continuing guarantee and shall (a) remain in full force and effect until the earliest to occur of (i) the date, if any, on which the Guarantor
shall consolidate with or merge into the Issuer or any successor thereto, (ii) the date, if any, on which the Issuer or any successor thereto shall consolidate with or merge into the Guarantor, (iii) payment in full of the Obligations, and
(iv) the rating of the Issuer’s long term senior unsecured debt by Standard & Poor’s of A or higher, (b) be binding upon the Guarantor, its successors and assigns, and (c) inure to the benefit of and be


  
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enforceable by any Holder of Debt Securities, the Trustee, and by their respective successors, transferees, and assigns. 
 SECTION 7.    Reinstatement. This Guarantee 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 any Holder of the Debt Securities or the Trustee upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 

SECTION 8.    Amendment. The Guarantor may amend this Guarantee at any time for any purpose without the
consent of the Trustee or any Holder of the Debt Securities; provided, however, that if such amendment adversely affects (a) the rights of the Trustee or (b) any Holder of the Debt Securities, the prior written consent of the
Trustee (in the case of (b), acting at the written direction of the Holders of more than 50% in aggregate principal amount of Debt Securities) shall be required. 
 SECTION 9.    Governing Law. This Guarantee shall be governed by, and construed in accordance with the laws of the State of New York. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and
delivered by its officer thereunto duly authorized as of the date first written above. 
  

			
	PHILIP MORRIS USA INC.
		
	By:	 	    /S/ WILLIAM F. GIFFORD, JR.
		 	Name:  William F. Gifford, Jr.
		 	Title:    President and Chief Executive Officer
		
	By:	 	    /S/ DANIEL J. BRYANT
		 	Name:  Daniel J. Bryant
		 	Title:    Treasurer



  
 Signature
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