Exhibit 10.3
FOURTH AMENDMENT
TO AMENDED AND RESTATED CREDIT
AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT ,
dated as of August 4, 2008 (this “ Amendment ”),
is by and among ALLIANCE ONE INTERNATIONAL, INC. , a
Virginia corporation (the “ Company ”),
INTABEX NETHERLANDS B.V. , a company formed under the laws
of The Netherlands and a Subsidiary of the Company (the “
Dutch Borrower ”; together with the Company,
collectively the “ Borrowers ,” and
individually, a “ Borrower ”), each of the
Domestic Subsidiaries of the Borrower from time to time party
hereto (the “ Domestic Guarantors ”),
ALLIANCE ONE INTERNATIONAL AG , a Swiss corporation (“
Alliance AG ”; together with the Company and the
Domestic Guarantors, collectively the “ Guarantors
” and individually, a “ Guarantor ”), and
WACHOVIA BANK, NATIONAL ASSOCIATION , a national banking
association, as administrative agent for the Lenders (in such
capacity, the “ Administrative Agent
”).
W I T N E S S E T H:
WHEREAS , pursuant to the Amended and Restated Credit
Agreement dated as of March 30, 2007 (as previously amended or
modified and as further amended, restated or otherwise modified
from time to time, the “ Credit Agreement ”;
capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Credit Agreement) among the
Borrowers, the Guarantors, the lenders and other financial
institutions from time to time party thereto (the “
Lenders ”), and the Administrative Agent, the Lenders
have extended commitments to make certain credit facilities
available to the Borrower;
WHEREAS , the Credit Parties have requested that the Required
Lenders amend certain provisions of the Credit Agreement;
and
WHEREAS , the Required Lenders are willing to make such
amendments to the Credit Agreement subject to the terms and
conditions set forth herein
NOW, THEREFORE, IN
CONSIDERATION of the premises
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
SECTION 1
AMENDMENTS
1.1
Amendment to Section
1.1 . Section 1.1 of
the Credit Agreement is hereby amended by adding the following
definition in the appropriate alphabetical order in Section
1.1:
“ Permitted Allowance
” shall mean, an allowance offsetting long-term advances to
tobacco farmers guaranteed by Foreign Subsidiaries that were
brought onto the balance sheet on March 31, 2008 or from time to
time thereafter excluding any adjustments for foreign currency
changes.
1.2
Amendment to Definition of
Committed Inventories .
The definition of Committed Inventories in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to
read as follows:
“ Committed Inventories
” shall mean tobacco inventories for which the Company or any
of its Subsidiaries has received a Confirmed Order, which such
inventories have been reflected on the books and records of the
Company or any of its Subsidiaries as committed inventories in
accordance with GAAP.
1.3
Amendment to Definition of
Confirmed Order .
The definition of Confirmed Order in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to
read as follows:
“ Confirmed Order ”
shall mean an order or other indication of interest, in accordance
with industry standards, by a customer not an Affiliate of the
Company or any of its Subsidiaries which has been accepted in the
ordinary course of business by representatives of the Company or
any of its Subsidiaries.
1.4
Amendment to Definition of
Consolidated EBIT .
The definition of Consolidated EBIT in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to
read as follows:
“ Consolidated EBIT
” shall mean, as of the last day of any fiscal quarter of the
Company for the Calculation Period ending on such date, the sum
(without duplication) of (a) Consolidated Net Income
plus (b) to the extent included in the determination of such
Consolidated Net Income, (i) Consolidated Income Tax Expense
plus (ii) Consolidated Interest Expense minus
(iii) any extraordinary items of gain minus
(iv) any items of gain attributable to Financial Accounting
Standards Board Statements No. 121, 123R, 133 (solely with
respect to any interest rate swap, cap or collar agreement), 142
and 144) plus (v) any items of loss attributable to
Financial Accounting Standards Board Statements No. 121, 123R,
133 (solely with respect to any interest rate swap, cap or collar
agreement), 142 and 144) plus (vi) costs and expenses
incurred in connection with exit and disposal activities associated
with discontinued foreign operations in an amount not to exceed
$15,000,000 in the aggregate, in each case determined for the
Company and its Subsidiaries on a consolidated basis in accordance
with GAAP plus (vii) the Permitted Allowance in an aggregate
amount not to exceed $55,000,000 in the aggregate; provided
that $37,500,000 of such Permitted Allowance shall be allocated to
the fiscal quarter ended March 31, 2008 minus
(viii) write-ups of the Permitted
Allowance minus (ix) write downs of the Permitted
Allowance.
1.5
Amendment to Definition of
Uncommitted Inventories .
The definition of Uncommitted Inventories in Section 1.1 of
the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“ Uncommitted Inventories
” shall mean tobacco inventories for which the Company or any
of its Subsidiaries has not received a Confirmed Order, which such
inventories are reflected on the books and records of the Company
or any of its Subsidiaries as uncommitted inventories in accordance
with GAAP.
1.6
Amendment to Section
6.1(l) . Section
6.1(l) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
(l) additional Indebtedness that in
the aggregate does not exceed, (i) for the Company and its Domestic
Subsidiaries, $30,000,000 and (ii) for Foreign Subsidiaries, (A)
the sum of $685,000,000 for the period from April 1, 2008 through
and including June 30, 2008, (B) the sum of $840,000,000 for the
period from July 1, 2008 through and including December 31, 2008,
(C) the sum of $675,000,000 for the period from January 1, 2009
through and including March 30,
