PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

DIMON Incorporated

$315,000,000 11% Senior Notes due 2012

$100,000,000 12  ³ / 4 % Senior Subordinated Notes due 2012

PURCHASE AGREEMENT

May 10, 2005

Wachovia Capital Markets, LLC

Deutsche Bank Securities Inc.

ING Bank N.V., London Branch

c/o Wachovia Capital Markets, LLC

One Wachovia Center

301 South College Street

Charlotte, North Carolina 28288-0604

Ladies and Gentlemen:

1. Notes . DIMON Incorporated, a Virginia corporation (the “ Company ”), proposes to issue and sell to the several Initial Purchasers named in Schedule I (the “ Initial Purchasers ”), acting severally and not jointly, the respective amounts set forth in such Schedule I of (i) $315,000,000 11% Senior Notes due 2012 (the “ Senior Notes ”) and (ii) $100,000,000 12  ³ / 4 % Senior Subordinated Notes due 2015 (the “ Senior Subordinated Notes ” and, together with the Senior Notes, the “ Notes ”). Wachovia Capital Markets, LLC, Deutsche Bank Securities Inc. and ING Bank N.V., London Branch have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes.

The Senior Notes will be issued pursuant to an indenture, to be dated as of May 13, 2005 (the “ Senior Notes Indenture ”), between the Company, as issuer, Law Debenture Trust Company of New York, as trustee (in such capacity, the “ Senior Notes Trustee ”), and Deutsche Bank Trust Company Americas, as paying agent and registrar. The Senior Subordinated Notes will be issued pursuant to an indenture, to be dated as of May 13, 2005 (the “ Senior Subordinated Notes Indenture ” and, together with the Senior Notes Indentures, the “ Indentures ”), between the Company, as issuer, Law Debenture Trust Company of New York, as trustee (in such capacity, the “ Senior Subordinated Notes Trustee ”), and Deutsche Bank Trust Company Americas, as paying agent and registrar. Any references herein to a “Trustee” means the Senior Notes Trustee or the Senior Subordinated Notes Trustee, as the context may require. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “ Depositary ”) pursuant to a DTC Agreement, to be dated as of the Closing Date

(as defined in Section 3) (the “ DTC Agreement ”), among the Company, the Trustee and the Depositary. The sale of the Notes to the Initial Purchasers will be made without registration of the Notes under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance upon certain exemptions from the registration requirements of the Securities Act. This Agreement, the registration rights agreement, to be dated as of the Closing Date, between the Initial Purchasers and the Company (the “ Registration Rights Agreement ”), the Notes and the Indentures are hereinafter collectively referred to as the “ Offering Documents ” and the transactions contemplated herein and therein in connection with the issuance of the Notes on the Closing Date are hereinafter referred to as the “ Offering .”

In connection with (i) the sale of the Notes, the Company has prepared a final offering memorandum, dated as of May 10, 2005, and (ii) the sale of the Senior Subordinated Notes, the Company has prepared a final offering memorandum supplement, dated as of May 10, 2005 (the final offering memorandum and the final offering memorandum supplement are collectively referred to hereafter as the “ Final Memorandum ”). The Final Memorandum sets forth certain information concerning the Company, the Offering Documents and the Offering. The Company hereby confirms that it has authorized the use of the Final Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Notes by the Initial Purchasers. Unless stated to the contrary, all references herein to the Final Memorandum are to the Final Memorandum as of the date hereof (the “ Execution Date ”) and are not meant to include any amendment or supplement, or any information or documents incorporated by reference therein, in each case, subsequent to the Execution Date.

As more fully described in the Final Memorandum, the Offering is being undertaken in connection with the merger (the “ Merger ”) of Standard Commercial Corporation, a North Carolina corporation (“ Standard ”), with and into the Company, pursuant to an Agreement and Plan of Reorganization dated as of November 7, 2004 (the “ Merger Agreement ”) between the Company and Standard, whereby the Company shall be the surviving corporation and renamed Alliance One International, Inc., and shall be a corporation organized under the laws of the Commonwealth of Virginia. The Merger is subject to the approval of the shareholders of the Company and Standard, respectively.

In addition, (a) the Company has commenced a cash tender offer (the “ DIMON Tender Offer ”) to purchase any and all of its outstanding (i) $200.0 million aggregate principal amount of 9  ⁵ / 8 % Senior Notes due 2011 and (ii) $125.0 million aggregate principal amount of 7  ³ / 4 % Senior Notes due 2013 and (b) Standard has commenced a cash tender offer to purchase any and all of its outstanding 8% Senior Notes due 2012, Series B (the “ Standard Tender Offer ” and, together with the DIMON Tender Offer, the “ Tender Offers ”). The Company intends to finance the Tender Offers with a portion of the proceeds from the Offering as more fully described in the Final Memorandum.

Concurrently with the closing of the Offering and the Merger, respectively, the Company will also enter into a $650,000,000 senior secured credit facility (the “ New Credit Facility ”) with Wachovia Capital Markets, LLC and ING Bank, N.V., as joint lead arrangers, Wachovia Bank, National Association, as administrative agent, ING Bank N.V., as syndication agent, Deutsche Bank AG, as documentation agent, and the other lenders party thereto from time to time.

The Offering Documents, the Merger Agreement and the New Credit Facility are hereinafter referred to collectively as the “ Transaction Documents .”

2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Initial Purchasers as set forth in this Section 3. Each representation and warranty in this Section 3 as it relates to Standard shall be deemed made to the Company’s knowledge, after reasonably due inquiry consistent with the due diligence procedures typically undertaken in a merger of similarly situated companies, and including but not limited to the obtaining of representations and warranties of Standard contained in the Merger Agreement.

(a) The Final Memorandum, at the date hereof, does not and at the Closing Date will not (and any amendment or supplement thereto, at the date thereof and at the Closing Date, will not), contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no representations or warranties as to the information contained in or omitted from the Final Memorandum (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers through the Initial Purchasers specifically for inclusion therein.

(b) Each of the Company, Standard and the respective direct and indirect subsidiaries of either thereof has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be in such good standing or to so qualify, in the aggregate, would not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse effect on (i) the business, operations, properties, assets, liabilities, net worth, condition (financial or otherwise) or prospects of the Company and each of its subsidiaries, taken as a whole, or Standard and each of its subsidiaries, taken as a whole, as the case may be, or (ii) the ability of the Company to perform any of its obligations under the Transaction Documents or the ability of Standard to perform its obligations under the Merger Agreement.

(c) The Company, Standard and each of their direct and indirect subsidiaries have full power (corporate and other) to own or lease their respective properties and conduct their respective businesses as described in the Final Memorandum except, in the case of the Company’s or Standard’s direct and indirect subsidiaries, where the failure to have such power would not have a Material Adverse Effect, and the Company has full power (corporate and other) to enter into the Transaction Documents and to carry out all the terms and provisions hereof and thereof to be carried out by it and Standard has full power (corporate and other) to enter into the Merger Agreement and to carry out all the terms and provisions thereof to be carried out by it.

(d) The Company has an authorized, issued and outstanding capitalization as set forth in the Final Memorandum. All of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable.

(e) Except as would not have a Material Adverse Effect, the issued shares of capital stock of each of the Company’s and Standard’s direct and indirect subsidiaries (i) have been duly authorized and validly issued, are fully paid and nonassessable and (ii) except as otherwise set forth in the Final Memorandum, are owned of record and beneficially by the Company or Standard, as the case may be, either directly or through wholly owned subsidiaries, free and clear of any pledge, lien, encumbrance, security interest, restriction on voting or transfer, preemptive rights or other defect in title or any claim of any third party.

(f) No direct or indirect subsidiary of the Company or Standard is prohibited, directly or indirectly, from paying any dividends to the Company or Standard, as the case may be, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company or Standard, as the case may be, any loans or advances to such subsidiary from the Company or Standard, as the case may be, or from transferring any of such subsidiary’s property or assets to the Company or Standard, as the case may be, or any other subsidiary of the Company or Standard, as the case may be, except as provided by applicable laws or regulations and as described in the Final Memorandum.

(g) Except as described in the Final Memorandum, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue such shares, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

(h) Ernst & Young LLP, who has certified certain financial statements of the Company and delivered its report with respect to the audited consolidated financial statements and schedules in, or incorporated by reference into, the Final Memorandum, is and was, to the Company’s knowledge, independent public accountants within the meaning of the Securities Act and the applicable rules and regulations thereunder.

(i) The consolidated financial statements (including the notes thereto) and schedules of each of the Company and Standard and their respective consolidated subsidiaries included in, or incorporated by reference into, the Final Memorandum fairly present the financial position of each of the Company and Standard, as the case may be, and their respective consolidated subsidiaries and the results of operations as of the dates and for the periods specified therein; since the date of the latest of such financial statements, there has been no change nor any development or event involving a prospective change which has had or could reasonably be expected to have a Material Adverse Effect; such financial statements and schedules have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise expressly noted in the notes thereto or elsewhere therein); the summary or selected financial information included in, or incorporated by reference into, the Final Memorandum has been fairly extracted from the financial statements of the Company and Standard, as the case may be, and fairly presents, on the basis stated therein, the information included therein; and the pro forma financial information included under the captions “Offering Memorandum Summary—Summary Unaudited Condensed Combined Pro Forma Financial Information” and “Unaudited Condensed Combined Pro Forma Financial Data” and elsewhere in the Final Memorandum present fairly the information contained therein, have

been prepared in accordance with the rules and guidelines of the Securities and Exchange Commission (the “ Commission ”) with respect to pro forma financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein have been properly applied to give effect to the transactions and circumstances referred to therein.

(j) Subsequent to the respective dates as of which information is given in the Final Memorandum, (i) none of the Company and Standard and the respective direct and indirect subsidiaries of either have incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; (ii) neither the Company nor Standard has purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than the normal quarterly dividend of the Company or Standard, as the case may be; and (iii) there has not been any adverse material change in the capital stock, short-term debt or long-term debt of the Company or Standard and the respective direct and indirect subsidiaries of either, except in each case as described in or contemplated by the Final Memorandum.

(k) The Company and its direct and indirect subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(l) Each of the Offering Documents (other than the Notes) and the New Credit Facility have been duly authorized by all necessary corporate action of the Company, and the Offering Documents (other than the Notes) and the New Credit Facility, when duly executed and delivered by the Company and, as the case may be, by the Trustee, will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to the enforcement of remedies, to general equity principles and to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, and except as rights to indemnity and contribution may be limited by federal or state securities laws.

(m) The Notes have been duly authorized by all necessary corporate action for issuance and sale pursuant to this Agreement and, when executed, authenticated, issued and delivered in the manner provided for in the applicable Indenture and sold and paid for as provided in this Agreement, the Notes will constitute legal, valid and binding obligations of the Company entitled to the benefits of the applicable Indenture and enforceable against the Company in accordance with their terms and the terms of the applicable Indenture, subject, as to the enforcement of remedies, to general equity principles and to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors rights generally from time to time in effect. The exchange notes to be issued pursuant to the Indentures and the Registration Rights Agreement have been duly authorized by the Company, and when the exchange notes have been duly executed and delivered by the Company and duly authenticated by the Trustee, all in accordance with the terms of the applicable Indenture, the exchange notes

will constitute legal, valid and binding obligations of the Company entitled to the benefits of the applicable Indenture and enforceable against the Company in accordance with their terms and the terms of the applicable Indenture, subject, as to the enforcement of remedies, to general equity principles and to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors rights generally from time to time in effect.

(n) The issuance, offering and sale of the Notes to the Initial Purchasers by the Company pursuant to this Agreement and the compliance by the Company with the other provisions of the Transaction Documents herein and therein set forth do not (i) require the consent, approval, authorization, order, registration or qualification of, or filing with, any governmental authority or court, or body or arbitrator having jurisdiction over the Company or its subsidiaries, or (ii) conflict with, result in a breach or violation of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company or any of its direct or indirect significant subsidiaries, as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act (“ Subsidiaries ”), is a party or by which the Company or any of such Subsidiaries or any of their respective properties is bound, or with the charter or by-laws of the Company or any of such Subsidiaries, or any statute, rule or regulation or any judgment, order or decree of any governmental authority or court or any arbitrator applicable to the Company or any such Subsidiaries in each case except as described in the Final Memorandum.

(o) No legal or governmental proceedings or investigations are pending to which the Company or Standard or any of their respective direct and indirect subsidiaries is a party or to which the property of the Company or Standard or any of such subsidiaries is subject that are not described in the Final Memorandum, and no such proceedings or investigations have been threatened against the Company, Standard and any of such subsidiaries or with respect to any of their respective properties, except in each case, for such proceedings or investigations that, if the subject of an unfavorable decision, ruling or finding, would not, singly or in the aggregate, result in a Material Adverse Effect.

(p) No relationship, direct or indirect, exists between or among the Company or Standard, or any of their respective direct or indirect subsidiaries, on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company or Standard, or any of their subsidiaries on the other hand, that relates to the transactions contemplated by this Agreement and that would be required by the Securities Act to be described in a prospectus were the Notes being issued and sold in a public offering, that is not described in the Final Memorandum.

(q) None of the Company, Standard or any of the direct and indirect Subsidiaries of the Company or Standard is now or, after giving effect to the issuance of the Notes and the execution, delivery and performance of the other Transaction Documents and the consummation of the transactions contemplated thereby, will be (i) insolvent, (ii) left with unreasonably small capital with which to engage in its anticipated businesses or (iii) incurring debts or other obligations beyond its ability to pay such debts or obligations as they become due.

(r) Neither the Company nor Standard has distributed and, prior to the later of (i) the Closing Date and (ii) the completion of the distribution of the Notes, will distribute any offering material in connection with the offering and sale of the Notes other than the Final Memorandum or any amendment thereto or any amendment or supplement thereto.

(s) Subsequent to the date as of which information is given in the Final Memorandum, none of the Company, Standard or any of their respective subsidiaries has sustained any material loss or interference with their respective businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding and there has not been any Material Adverse Effect, or any development involving a prospective Material Adverse Effect, except in each case as described in or contemplated by the Final Memorandum.

(t) Each of the Company, Standard and the respective direct and indirect subsidiaries of either has good and marketable title in fee simple to all items of real property and marketable title to all personal property owned by each of them, in each case, except as set forth in the Final Memorandum, free and clear of any pledge, lien, encumbrance, security interest or other defect or claim of any third party, except such as do not materially and adversely affect the value of such property and do not interfere with the use made or proposed to be made of such property by the Company, Standard or such subsidiaries, and any real property and buildings held by the Company, Standard or such subsidiaries are held under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company, Standard or such subsidiaries.

(u) ERISA :

(i) Definitions :

“ Code ” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated and the rulings issued thereunder.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ,” means each trade or business (whether or not incorporated) that together with the Company or Standard, as the case may be, would be treated as a single employer under Title IV or Section 302 of ERISA or Section 412 of the Code.

“ ERISA Event ” means (i) the occurrence of a “reportable event” described in Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day notice), or (ii) the provision or filing of a notice of intent to terminate a Plan (other than in a standard termination within the meaning of Section 4041 of ERISA) or the treatment of a Plan amendment as a distress termination under Section 4041 of ERISA, or (iii) the institution of proceedings to terminate a Plan by the PBGC, or (iv) the existence of any “accumulated funding deficiency” or “liquidity shortfall” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, or the filing of an application pursuant to Section 412(e) of the Code or Section 304 of ERISA for any extension of an amortization period, or (v) the receipt of notice by the Company, Standard or any ERISA Affiliate that any Multiemployer Plan may be terminated, partitioned or reorganized or that any Multiple Employer Plan may be terminated, or (vi) the occurrence of any transaction which might reasonably be expected to constitute grounds for the imposition of liability under Section 4069 of ERISA.

“ ERISA Plan ” means any employee benefit plan (as defined in ERISA) maintained or contributed to by the Company, Standard or any of its ERISA Affiliates.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.

“ Multiple Employer Plan ” means an employee benefit plan described in Section 4063 of ERISA.

“ Plan ” means an ERISA Plan, other than a Multiemployer Plan, with respect to which the Company or Standard, as the case may be, or any of their respective ERISA Affiliates could be subject to any liability under Title IV or Section 302 of ERISA or Section 412 of the Code.

“ Underfunding ” means, with respect to any Plan, the excess, if any, of the “projected benefit obligations” (within the meaning of Statement of Financial Accounting Standards 87) under such Plan (determined using the actuarial assumptions used for purposes of calculating funding requirements in the most recent actuarial report for such plan) over the fair market value of the assets held under the Plan.

(ii) Except as disclosed or incorporated by reference in the Final Memorandum, no ERISA Event has occurred, is planned or is reasonably expected to occur and no condition or event currently exists or currently is expected to occur that could result in any such ERISA Event and no Underfunding exists with respect to any Plan.

(iii) None of the Company, Standard nor any of the respective ERISA Affiliates has incurred unsatisfied liabilities in connection with withdrawals from Multiemployer Plans and Multiple Employer Plans. None of the Company, Standard or the respective ERISA Affiliates of either contributes to or has any obligation to contribute to any Multiemployer Plans and Multiple Employer Plans. Neither the Company, Standard nor any of the respective ERISA Affiliates of either has incurred, and no condition or set of circumstances currently exists under which the Company, Standard or any of the respective ERISA Affiliates of either can reasonably be expected to incur, any liability to, under or with respect to any ERISA Plan, except for liabilities for benefit claims and funding obligations payable in the ordinary course and except where any non-compliance or any liabilities would not have a Material Adverse Effect.

(iv) The Company, Standard and their direct and indirect subsidiaries have complied with the requirements of ERISA and the Code applicable to Plans and each Plan maintained by any such entity which is intended to be tax-qualified is so qualified, except where such non-compliance would not have a Material Adverse Effect.

(v) No labor dispute with the employees of the Company or Standard and any of their respective direct and indirect subsidiaries exists or is threatened or imminent which could result in a Material Adverse Effect.

(v) The Company, Standard and their respective direct and indirect subsidiaries own or otherwise possess the right to use all patents, trademarks, service marks, trade names and copyrights, all applications and registrations for each of the foregoing, and all other proprietary rights and confidential information used in the conduct of their respective businesses as currently conducted; and none of the Company, Standard or any of the respective direct or indirect subsidiaries of either has received any notice, or is otherwise aware, of any infringement of or conflict with the rights of any third party with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(w) Each of the Company, Standard and the respective direct and indirect subsidiaries of either is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts and with such deductibles as are prudent and customary in the businesses in which they are engaged; none of the Company, Standard or any such subsidiary has been refused any insurance coverage sought or applied for, except where the failure to have such insurance would not have a Material Adverse Effect; and none of the Company, Standard or any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(x) Each of the Company, Standard and the respective direct and indirect subsidiaries of either possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its respective businesses, except where the failure to have such would not result in a Material Adverse Effect, and none of the Company, Standard or any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(y) Environmental Matters :

(i) Each of the Company, Standard and the respective direct and indirect subsidiaries of either is and have been in compliance with all applicable laws, statutes, ordinances, rules, regulations, orders, judgments, decisions, decrees, standards, and requirements (“ Legal Requirements ”) relating to human health and safety, pollution, management, disposal or release of any chemical substance, product or waste, and protection, cleanup, remediation or corrective action relating to the environment or natural resources (“ Environmental Law ”);

(ii) Each of the Company, Standard and the respective direct and indirect subsidiaries of either has obtained and is in compliance with the conditions of all permits, authorizations, licenses, approvals, and variances necessary under any Environmental Law for the continued conduct in the manner now conducted of the business of the Company and each of such subsidiaries (“ Environmental Permits ”);

(iii) There are no past or present conditions or circumstances, including but not limited to pending changes in any Environmental Law or Environmental Permit, that are likely to interfere with the conduct of the business of any of the Company, Standard and the respective direct and indirect subsidiaries of either in the manner now conducted or which would interfere with compliance with any Environmental Law or Environmental Permit; and

(iv) There are no past or present conditions or circumstances at, or arising out of, the business, assets and properties of any of the Company, Standard and the respective direct and indirect subsidiaries of either or any formerly leased, operated or owned businesses, assets or properties of any of the Company, Standard and such subsidiaries, including but not limited to on-site or off-site disposal or release of any chemical substance, product or waste, which may give rise to (A) liabilities or obligations for any cleanup, remediation or corrective action under any Environmental Law, (B) claims arising under any Environmental Law for personal injury, property damage, or damage to natural resources, (C) liabilities or obligations incurred to the Company or Standard or the respective direct and indirect subsidiaries of either to comply with any Environmental Law, or (D) fines or penalties arising under any Environmental Law;

except for any noncompliance or conditions or circumstances that, singly or in the aggregate, would not result in a Material Adverse Effect.

(z) No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default in the due performance and observation of any term, covenant or condition of any indenture, mortgage, deed of trust, lease or other agreement or instrument to which any of the Company, Standard and the respective direct and indirect subsidiaries of either is a party or by which any of the Company, Standard and such subsidiaries or any of their respective properties is bound which would have a Material Adverse Effect.

(aa) Each of the Company, Standard and the respective direct and indirect subsidiaries has filed all foreign, federal, state and local tax returns that are required to be filed or have requested extensions thereof and have paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which the Company or Standard, as the case may be, retains adequate reserves.

(bb) Neither the Company nor Standard is, nor after giving effect to the Offering and sale of the Notes and the application of the proceeds thereof as described in the Final Memorandum will be, an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

(cc) None of the Company, Standard, or any of the respective Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“ Regulation D ”)) of either, or any person

acting on its or their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of the Notes under the Securities Act.

(dd) None of the Company, Standard, or any of the respective Affiliates of either, or any person acting on its or their behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Notes in the United States.

(ee) None of the Company, Standard, or any of the respective Affiliates of either, or any person acting on its or their behalf (other than the Initial Purchasers and their agents, as to which the Company makes no representation or warranty) has engaged in any directed selling efforts with respect to the Notes, and each of them has complied with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S.

(ff) None of the Company, Standard, or any of the respective Affiliates of either has taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes; nor has any of the Company, Standard or any Affiliate of the Company or Standard paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of the Company (except as contemplated by this Agreement).

(gg) The Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act.

(hh) Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 4 hereof and co