Exhibit 4.1
EXECUTION VERSION
ALLIANCE ONE INTERNATIONAL,
INC.
10% SENIOR NOTES DUE 2016
FIRST SUPPLEMENTAL
INDENTURE
Dated as of August 26,
2009
To
INDENTURE
Dated as of July 2,
2009
LAW DEBENTURE TRUST COMPANY OF NEW
YORK
as Trustee
and
DEUTSCHE BANK TRUST COMPANY
AMERICAS
as Registrar and Paying
Agent
FIRST SUPPLEMENTAL
INDENTURE
F IRST S UPPLEMENTAL I NDENTURE (this “ Supplemental Indenture
”), dated as of August 26, 2009, among Alliance One
International, Inc., a Virginia corporation (the “
Company ”), Law Debenture Trust Company of New York,
as trustee under the indenture referred to below (the “
Trustee ”) and Deutsche Bank Trust Company Americas,
as registrar and paying agent (the “ Registrar and Paying
Agent ”).
W I T N E S S E T
H
WHEREAS, the Company, the Trustee
and the Registrar and Paying Agent have heretofore executed and
delivered an Indenture, dated as of July 2, 2009 (the “
Indenture ”) providing for the initial issuance by the
Company of its Initial Notes (as defined);
WHEREAS, Section 9.01 provides,
among other things, that the Company, the Guarantors (of which
there are none as of the date hereof), the Trustee and the
Registrar and Paying Agent may amend or supplement the Indenture or
the Notes without the consent of any Holder of Notes in order to
(i) conform the text of the Indenture or the Notes to any
provision of the “Description of Notes” section of the
Company’s Offering Circular dated June 26, 2009,
relating to the initial offering of the Notes, to the extent that
such provision in that “Description of Notes” was
intended to be a verbatim recitation of a provision of the
Indenture, the Note Guarantees or the Notes, which intent may be
evidenced by an Officers’ Certificate to that effect and
(ii) provide for the issuance of additional notes in
accordance with the limitations set forth in the
Indenture;
WHEREAS, the Company desires to
enter into this Supplemental Indenture in order to (i) conform
the text of the Indenture to a provision of the “Description
of Notes” section of the Company’s Offering Circular
dated June 26, 2009, relating to the initial offering of the
Notes, that was intended to be a verbatim recitation of a provision
of the Indenture and (ii) provide for the issuance of
additional notes in accordance with the limitations set forth in
the Indenture;
WHEREAS, the Company desires to
issue $100 million aggregate principal amount of Additional Notes
(as defined) and, upon issuance of such Additional Notes, the
aggregate principal amount of outstanding Notes will be
$670,000,000;
WHEREAS, all things necessary to
make the Additional Notes provided for herein, when executed by the
Company and authenticated and delivered by the Trustee and issued
upon the terms and subject to the conditions hereinafter and in the
Indenture set forth against payment therefor, the valid, binding
and legal obligations of the Company and to make this Supplemental
Indenture a valid, binding and legal agreement of the Company, have
been done;
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Company, the Trustee
and the Registrar and Paying Agent mutually covenant and agree for
the equal and ratable benefit of the holders of the Additional
Notes as follows:
SECTION I
DEFINITIONS
A. All Capitalized terms used herein
without definition shall have the meanings assigned to them in the
Indenture. The rules of interpretation set forth in the Indenture
shall be applied here as if set forth in full herein.
B. The following definitions are
hereby added to Section 1.01 of the Indenture:
“Additional
Notes” means any
additional Notes (other than the Initial Notes) issued under a
supplemental indenture, which have identical terms as the Initial
Notes, other than with respect to the date of issuance and issue
price.
“Initial
Notes” means the
first $570 million aggregate principal amount of Notes issued under
the Indenture on July 2, 2009.
C. The following definitions in
Section 1.01 of the Indenture are hereby amended and restated
in their entirety as follows:
“ Notes ” means
the 10% Senior Notes due 2016 of the Company; the Initial Notes and
any Additional Notes will be treated as a single class for all
purposes under the Indenture, as amended and supplemented, and
unless the context otherwise requires, all references to the Notes
will include the Initial Notes and any Additional Notes.
“Registration Rights
Agreement” means,
as applicable, the Registration Rights Agreement, dated as of
July 2, 2009
