FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

EXHIBIT 10.1

FIFTH AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of February 20, 2009 (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 Company 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 ”), the Lenders party hereto, 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 Borrowers;

WHEREAS , the Credit Parties have requested that the Required Lenders (a) amend certain provisions of the Credit Agreement and (b) waive any potential Defaults and/or Events of Default relating to the insolvency of Alliance One Congo SPRL (collectively, the “ Congo Potential Events of Default ”);

WHEREAS , the Credit Parties have requested an increase to the Revolving Committed Amount in an aggregate amount of up to $55,000,000 (the “ Revolver Increase ”) to be provided by certain existing Revolving Lenders (the “ Existing Increase Revolving Lenders ”) and the New Revolving Lenders (as hereinafter defined); and

WHEREAS , (a) the Required Lenders are willing to (i) make such amendments and (ii) waive the Congo Potential Events of Default and (b) the Existing Increase Revolving Lenders and the New Revolving Lenders are willing to provide the Revolver Increase, in each case 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 Index of Schedules .  The index of Schedules listed in the Table of Contents of the Credit Agreement is hereby amended by inserting in sequential order a reference to “Schedule 1.1(d)   Revolving Commitment Schedule”.

1.1

New Definition .  The following definition is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“ Potential Acquisition ” shall mean that certain acquisition permitted pursuant to the terms of Section 6.5(j).

1.2

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 plus (viii) certain one-time fees and expenses associated with the Potential Acquisition in an aggregate amount not to exceed $2,000,000 minus (ix) write-ups of the Permitted Allowance minus (x) write downs of the Permitted Allowance

1.3

Amendment to Definition of Revolving Commitment Percentage .  The definition of Revolving Commitment Percentage in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Revolving Commitment Percentage ” shall mean, for each Revolving Lender, the percentage identified as its Revolving Commitment Percentage in the Revolving Commitment Schedule attached hereto as Schedule 1.1(d) or in the Assignment and Assumption pursuant to which such Revolving Lender became a Revolving Lender hereunder, in each case as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6.

1.4

Amendment to Definition of Revolving Lender .  The definition of Revolving Lender in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Revolving Lender ” shall mean, as of any date of determination, a Lender holding a Revolving Commitment and/or a portion of the outstanding Revolving Loans on such date.

1.5

Amendment to Section 2.1(a) .  Section 2.1(a) of the Credit Agreement is hereby amended by (i) replacing the reference therein to “$150,000,000” with “$200,000,000 and (ii) replacing the reference therein to “TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000)” with “THREE HUNDRED AND FIVE MILLION DOLLARS ($305,000,000)”.

1.6

Amendment to Section 2.2(a) .  Section 2.2(a) of the Credit Agreement is hereby amended by replacing the reference therein to “$150,000,000” with “$200,000,000”.

1.7

Amendment to Section 2.3(a) .  Section 2.3(a) of the Credit Agreement is hereby amended by replacing the reference therein to “$150,000,000” with “$200,000,000”.

1.8

Amendment to Section 4.2(c) .  Section 4.2(c) of the Credit Agreement is hereby amended by replacing the reference therein to “$150,000,000” with “$200,000,000”.

1.9

Amendment to Section 5.9(b) .  Section 5.9(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b)

Maximum Consolidated Leverage Ratio .  Maintain at all times a Consolidated Leverage Ratio of not more than the following:

1.10

Amendment to Section 6.1(l) .  Section 6.1(l) of the Credit Agreement is hereby amended by replacing the reference therein to “$600,000,000” with “$545,000,000”.  

1.11

Amendment to Section 6.2(m) .  Section 6.2(m) of the Credit Agreement is hereby amended by replacing the reference therein to “$275,000,000” with “$200,000,000”.

1.12

Amendment to Section 6.5 .  Section 6.5 of the Credit Agreement is hereby amended by (i) striking the word “and” at the end of paragraph (h), (ii) replacing the period at the end of paragraph (i) with a semicolon, and (iii) adding new paragraphs (j) and (k) to read as follows:

(j)

in addition to the Acquisitions otherwise permitted in accordance with this Section 6.5, an Acquisition (other than a Hostile Acquisition) for consideration consisting of cash or Cash Equivalents, common stock of the Company (valued at the market value thereof as of the date of the issuance thereof), other securities or properties of a Credit Party or any Subsidiary (valued in good faith by the Board of Directors of the Company), the assumption of any Indebtedness (valued at the principal amount thereof), any other consideration (valued in good faith by the board of directors of the Company) or any combination of the foregoing; provided that (i) the aggregate value of all such consideration for such Acquisition shall not exceed $90,000,000 (exclusive of fees and expenses incurred in connection with such Acquisition), (ii) immediately before and after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing, (iii) no more than 25% of the aggregate value of all such consideration for such Acquisition shall be funded with Revolving Loans, (iv) the Company shall have delivered to the Administrative Agent a certificate of the Company’s chief financial officer, treasurer or chief accounting officer containing calculations that demonstrate that immediately after giving effect to such Acquisition on a Pro Forma Basis, the Credit Parties are in compliance with the financial covenants set forth in Section 5.9, (v) the Consolidated Leverage Ratio, calculated on a Pro Forma Basis immediately after giving to such Acquisition, shall be less than the Consolidated Leverage Ratio in effect as of the most recent fiscal quarter for which the Company has delivered a Compliance Certificate, (vi) the Company shall have delivered to the Lenders the most recent financial statements, as required to be delivered by Sections 5.1(a) and (b), but prepared on a Pro Forma Basis after giving effect to such Acquisition and (vii) (A) the Company shall have requested consent for such Acquisition in writing, to the Administrative Agent, no later than December 31, 2009 and (B) the Required Lenders shall have consented to such Acquisition (such consent not to be unreasonably withheld or delayed); and

(k)

in addition to the Acquisitions otherwise permitted in accordance with this Section 6.5, an Acquisition (other than a Hostile Acquisition) or Investment in Delta Technology and Management Services Private Limited for consideration consisting of cash or Cash Equivalents, common stock of the Company (valued at the market value thereof as of the date of the issuance thereof), other securities or properties of a Credit Party or any Subsidiary (valued in good faith by the Board of Directors of the Company), the assumption of any Indebtedness (valued at the principal amount thereof), any other consideration (valued in good faith by the board of directors of the Company) or any combination of the foregoing in an aggregate value of all such consideration not exceeding $450,000.  

1.13

Amendment to Section 6.10 .  Section 6.10(f) is hereby deleted in its entirety and Section 6.10(d) and (e) are hereby amended and restated in their entirety to read as follows:

(d) to make 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 Ra