FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of
September 1, 1999 (the "Amendment"), is by and among DIMON
INCORPORATED, a Virginia corporation (the "Borrower"), the
several lenders identified on the signature pages hereto (the
"Lenders"), BANK OF AMERICA, N.A., formerly NationsBank, N.A.,
as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), FIRST UNION NATIONAL BANK ("FUNB"),
as syndication agent for the Lenders (in such capacity, the
"Syndication Agent"), and COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A. and "RABOBANK INTERNATIONAL" ("Rabobank"),
as managing agent for the Lenders (in such capacity, the
"Managing Agent").
W I T N E S S E T H:
WHEREAS, pursuant to a Credit Agreement dated as of June
29, 1999 (the "Credit Agreement") among the Borrower, the
Lenders, the Administrative Agent, the Syndication Agent and
the Managing Agent, the Lenders have extended commitments to
make certain credit facilities available to the Borrower;
WHEREAS, the parties hereto have agreed to enter into
this Amendment in order to effect certain amendments to the
Credit Agreement.
NOW, THEREFORE, in consideration of the agreements herein
contained, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless other-
wise defined herein or the context otherwise requires,
the following terms used in this Amendment, including its
preamble and recitals, have the following meanings:
"Amendment Effective Date" is
defined in Subpart 3.1.
SUBPART 1.2. Other Definitions. Unless otherwise
defined herein or the context otherwise requires, terms
used in this Amendment, including its preamble and
recitals, have the meanings provided in the Credit
Agreement (as amended hereby).
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PART II
AMENDMENTS TO CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the
Amendment Effective Date, the Credit Agreement is hereby
amended in accordance with this Part II.
SUBPART 2.1. Amendments to Section 6.5. Section 6.5 of
the Credit Agreement is hereby amended in its entirety to read
as follows:
Section 6.5 Consolidated Total Senior Debt to
Borrowing Base Ratio.
Maintain a Consolidated Total Senior Debt to Borrowing
Base Ratio, calculated on the last day of each fiscal quarter
ending on the dates set forth below, of not more than the
ratio set forth opposite such date:
Calendar Year March 31 June 30 September 30 December 31
1999 1.25 to 1.00 1.20 to 1.00 1.20 to 1.00
2000 1.10 to 1.00 1.10 to 1.00 1.10 to 1.00 1.10 to 1.00
thereafter 1.00 to 1.00
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Amendment Effective Date. This
Amendment shall be and become effective as of the date
hereof (the "Amendment Effective Date") when all of the
conditions set forth in this Subpart 3.1 shall have been
satisfied.
SUBPART 3.1.1. Execution of Counterparts
of Amendment. The Administrative Agent shall
have received counterparts of this Amendment,
which collectively shall have been duly
executed on behalf of the Borrower and the
Required Lenders.
SUBPART 3.1.2. Other Documents. The
Administrative Agent shall have received such other
documentation as the Administrative Agent may
reasonably request in connection with the foregoing,
all in form reasonably satisfactory to the
Administrative Agent.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this
Amendment to any Part or Subpart are, unless otherwise
specified, to such Part or Subpart of this Amendment.
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SUBPART 4.2. Instrument Pursuant to Credit
Agreement. This Amendment is a Credit Document executed
pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and
provisions of the Credit Agreement.
SUBPART 4.3. References in Other Credit Documents.
At such time as this Amendment shall become effective
pursuant to the terms of Subpart 3.1, all references in
the Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Credit Agreement as amended by
this Amendment.
SUBPART 4.4. Survival. Except as expressly modified and
amended in this Amendment, all of the terms and provisions and
conditions of each of the Credit Documents shall remain
unchanged.
SUBPART 4.5. Counterparts. This Amendment may be
executed by the parties hereto in several counterparts,
each of which shall be deemed to be an original and all
of which shall constitute together but one and the same
agreement.
SUBPART 4.6. Governing Law. THIS AMENDMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART 4.7. Successors and Assigns. This
Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and
assigns.
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Each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date
first above written.
BORROWER: DIMON INCORPORATED
/s/ James A. Cooley
By________________________________
Name: James A. Cooley
Title: Senior Vice President and
Chief Financial Officer
and
/s/ Ritchie L. Bond
By_______________________________
Name: Ritchie L. Bond
Title: Senior Vice President and
Treasurer
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LENDERS: BANK OF AMERICA, N.A., formerly
NationsBank, individually as a Lender and
in its capacity as Administrative Agent
By: /s/ William F. Sweeney
_______________________________________
Name: William F. Sweeney
Title: Principal
FIRST UNION NATIONAL BANK,
individually as a Lender and in its
capacity as Syndication Agent
By: /s/ Susan K. Doyle
Name: Susan K. Doyle
_______________________________________
Title: Senior Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
INTERNATIONAL," NEW YORK BRANCH,
individually as a Lender and in its
capacity as Managing Agent
By: /s/ Theodore w. Cox
Name: Theodore w. Cox
_______________________________________
Title: Vice President
By: /s/ Ian Reece
Name: Ian Reece
Title: Senior Credit Officer
CRESTAR BANK
By: /s/ Brad H. Booker
Name: Brad H. Booker
_______________________________________
Title: Senior Vice President
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WACHOVIA BANK, N.A.
By: /s/ K. A. Sherman
Name: K. A. Sherman
_______________________________________
Title: Senior Vice President
ABN AMRO BANK N.V. NEW YORK BRANCH
By:
Name:
_______________________________________
Title:
By:
Name:
_______________________________________
Title:
DEUTSCHE BANK AG - AMSTERDAM BRANCH
By: /s/ Guy R. Fransen and
H. J. van der Heiden
_______________________________________
Name: Guy R. Fransen and
H. J. van der Heiden
Title: Relationship Manager and
Director
NATEXIS BANQUE
By:
_______________________________________
Name:
Title:
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