Exhibit
10.01
THIRD
AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT , dated
as of November 8, 2006 (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
(formerly known as DIMON International AG) , a Swiss
corporation (“ DIAG ”; together with the Company
and the Domestic Guarantors, collectively the “
Guarantors ” and individually, a “
Guarantor ”), the several banks and other financial
institutions from time to time party hereto (the “
Lenders ”), 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 Credit Agreement dated
as of May 13, 2005 (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 Borrower, the
Guarantors, 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 and
the Lenders agree to amend certain provisions of the Credit
Agreement, subject to the terms hereof.
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
AMENDMENT
SECTION
1.1.
Amendment to Section 5.2(d) . Section 5.2(d)
is hereby amended and restated in its entirety to read as
follows:
(d)
within forty-five (45)
days after the end of each calendar month (commencing with the
calendar month of October 31, 2006), a certificate of a Responsible
Officer of the Company certifying the levels of Committed
Inventories, Uncommitted Inventories and the gross inventories of
the Company and its Subsidiaries, as of the last day of such
calendar month;
SECTION
1.2. Amendment
to Sections 6.14 . Sections 6.14 is
hereby amended and restated in its entirety to read as
follows:
-1-
Section 6.14
Maximum Uncommitted Inventories .
The Credit Parties shall not permit the
Uncommitted Inventories to exceed $150,000,000 in the aggregate at
all times.
SECTION 2
CONDITIONS
TO EFFECTIVENESS
SECTION
2.1. Effective
Date . This Amendment shall be and
become effective as of the date hereof when all of the
conditions set forth in this Subpart 2.1 shall have been
satisfied (in form and substance reasonably acceptable to the
Administrative Agent).
SUBSECTION 2.1.1 Executed
Amendment . Receipt by the Administrative Agent of a
copy of this Amendment duly executed by each of the Credit Parties
and the Required Lenders.
SUBSECTION 2.1.2 Fees .
The Administrative Agent shall have received from the Borrowers the
aggregate amount of fees payable to the Administrative Agent on
behalf of the Lenders approving this Amendment.
SECTION
REPRESENTATIONS AND WARRANTIES
SECTION
3.1. Representations
and Warranties . Each of the Credit
Parties represents and warrants as follows:
(a)
It has taken
all necessary action to authorize the execution, delivery and
performance of this Amendment.
(b)
This
Amendment has been duly executed and delivered by such Person and
constitutes such Person’s legal, valid and binding
obligations, enforceable in accordance with its terms, except a
