Revolving Credit Agreement

Execution Copy U.S.$1,000,000,000 364-DAY REVOLVING CREDIT AGREEMENT Dated as of March 31, 2006Among 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 OfficesSchedule II - Certain Subsidiary Information EXHIBITS Exhibit A-1 - Form of Pro Rata NoteExhibit A-2 - Form of Competitive Bid NoteExhibit B-1 - Form of Notice of Pro Rata BorrowingExhibit B-2 - Form of Notice of Competitive Bid BorrowingExhibit C - Form of Assignment and AcceptanceExhibit D - Form of Designation AgreementExhibit E-1 - Form of Opinion of Counsel for AltriaExhibit E-2 - Form of Opinion of Counsel for AltriaExhibit F - Form of Opinion of Counsel for Designated SubsidiaryExhibit 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 IDEFINITIONS 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 a ...