Exhibit 10.1
SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT , dated as of May 29, 2007 (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 Definition of Consolidated
Net Income. The definition of “Consolidated
Net Income” is hereby amended and restated in its entirety
to read as follows:
“ Consolidated Net Income ”
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) the net income (or net loss) of the
Company and its Subsidiaries, as determined on a consolidated basis
in accordance with GAAP, plus (b) to the extent
deducted in determining such net income (or net loss), (i) any
non-cash charge related to the write-off of deferred financing
cost, plus (ii) cash costs and expenses incurred, within no
more than twenty-four (24) months following the closing date of the
Existing Credit Agreement, in connection with the integration of
the businesses and operations of DIMON Incorporated (now known as
Alliance One International, Inc.) (“ DIMON ”)
and Standard Commercial Corporation (“ Standard
”) following the merger of Standard with and into DIMON (the
“ Merger ”), up to a maximum aggregate amount of
$45,000,000, plus (iii) the non-cash impact resulting from the
change in the valuations of inventory as a result of the
consummation of the Merger.
1.2
Amendment to Definition of GAAP.
The definition of “GAAP” is hereby amended and
restated in its entirety to read as follows:
“ GAAP ” shall mean generally
accepted accounting principles in effect in the United States of
America applied on a consistent basis, subject ,
however , to the provisions of Section 1.3.
1.3
Amendment to Section 1.3. The
first paragraph of Section 1.3 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
Section 1.3
Accounting Terms .
Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in
accordance with GAAP (other than with respect to the
deconsolidation of the Company’s Subsidiaries organized in
Zimbabwe) applied on a basis consistent with the most recent
audited consolidated financial statements of the Company delivered
to the Lenders; provided that, if the Administrative
Borrower notifies the Administrative Agent that it wishes to amend
any covenant in Section 5.9 to eliminate the effect of any
change in GAAP on the operation of such covenant (or if the
Administrative Agent notifies the Administrative Borrower that the
Required Lenders wish to amend Section 5.9 for such purpose),
then the Borrowers’ compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice
is withdrawn or such covenant is amended in a manner satisfactory
to the Borrowers and the Required Lenders.
1.4
Amendment to Section 6.10 .
Section 6.10 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
Section 6.10
Restricted Payments .
Each of the Credit Parties will not, nor will it
permit any Subsidiary to, directly or indirectly, declare, order,
make or set apart any sum for or pay any Restricted Payment, except
(a) to make dividends payable solely in the same class of Capital
Stock of such Person, (b) to make dividends or other distributions
payable to any Credit Party or any Subsidiary (directly or
indirectly through Subsidiaries), (c) to pay regularly scheduled
interest payments in respect of the Senior Notes and the Senior
Subordinated Notes, (d) other Restricted Payments so long as (i) no
Default or Event of Default shall have occurred or be continuing or
would result from any such Restricted Payment, (ii) at the time of
each such Restricted Payment and after giving effect to each such
Restricted Payment on a Pro Forma Basis, the Credit Parties are in
compliance with the financial covenants set forth in Section
5.9(a)-(c), (iii) the Company shall have been in compliance, as of
the most recent fiscal quarter end for which the Company has
delivered a Compliance Certificate, with the Consolidated Interest
Coverage Ratio, Consolidated Leverage Ratio and Consolidated Total
Senior Debt to Borrowing Base Ratio levels required by Sections 5.9
for such fiscal quarter end, (iv) such Restricted Payment is
permitted by the terms of the Senior Indenture, the Senior
Subordinated Indenture and any other agreement or instrument
governing or evidencing Indebtedness of the Credit Parties and
their Subsidiaries and (v) such Restricted Payments, together with
the aggregate amount of all other Restricted Payments declared or
made by the Credit Parties and their Subsidiaries on or after the
Closing Date (excluding Restricted Payments permitted by
subsections (a) and (c) above), do not exceed the sum of
(A) 50% of Consolidated Net Income for the period (taken as
one accounting period) from the beginning of the fiscal quarter
commencing after the Closing Date to the end of the most recent
fiscal quarter of the Company for which the Administrative Agent
has received financial statements pursuant to Section 5.1(a)
or (b) (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit) plu
