AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 6, 1998
(the "Amendment"), is by and among DIMON INCORPORATED, a Virginia
corporation (the "Borrower"), the several lenders identified on the
signature pages hereto (the "Lenders"), NATIONSBANK, N.A., as
administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), FIRST UNION NATIONAL BANK ("FUNB"), as
documentation agent for the Lenders (in such capacity, the "Documentation
Agent"), and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND," NEW YORK BRANCH ("Rabobank") and SOCIETE
GENERALE ("SocGen"), as co-agents for the Lenders (in such capacity,
the "Co-Agents").
W I T N E S S E T H:
WHEREAS, pursuant to a Credit Agreement dated as of June 27, 1997
(the "Credit Agreement") among the Borrower, the Lenders, the
Administrative Agent, the Documentation Agent and the Co-Agents, 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).
-17-
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 6.2. Section 6.2 of the Credit
Agreement is hereby amended in its entirety to read as follows:
Section 6.1 Minimum Consolidated Tangible Net Worth.
Maintain Consolidated Tangible Net Worth, calculated on the last
day of each fiscal quarter of not less than the "Minimum Compliance
Level." As of the Closing Date, the "Minimum Compliance Level" shall
be $165,000,000. Beginning on the date on which the Administrative Agent
first receives the officer's certificate to be furnished by the Borrower
pursuant to Section 7.1(c) of this Agreement, the "Minimum Compliance
Level" shall be the greater of (a) $165,000,000 or (b) Consolidated
Tangible Net Worth as of June 30, 1997 less $15,000,000 (or, at any
determination date occurring on or after June 30, 1998, $25,000,000,
provided that the Borrower owns the floral business of Florimex as of
such date). The Minimum Compliance Level shall be adjusted upward (a)
upon the conversion of any Subordinated Debt Securities into stock
of the Borrower, by an amount equal to the aggregate principal amount
of Subordinated Debt Securities so converted and (b) as of the last day
of each fiscal year, from and including the fiscal year ending June 30,
1998, by an amount equal to 55% of Consolidated Net Income (inclusive of
extraordinary gains and without reduction for extraordinary losses) for
such fiscal year. The foregoing increases in the Minimum Compliance
Level shall be cumulative, and no reduction shall be made on account
of any Consolidated Net Income of less than zero for any fiscal year.
SUBPART 2.2. Amendments to Section 6.3. Section 6.3 of the Credit
Agreement is hereby amended in its entirety to read as follows:
Section 6.3 Consolidated Fixed Charge Coverage Ratio.
Maintain a Consolidated Fixed Charge Coverage Ratio, calculated
on the last day of each fiscal quarter ending on the dates set forth
below, of not less than the ratio set forth opposite such date:
-▇▇-
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Ratio
------------------ --------
September 30, 1997 0.80:1.0
December 31, 1997 1.10:1.0
March 31, 1998
through
December 31, 1998 0.90:1.0
March 31, 1999 1.10:1.0
June 30, 1999 and
each fiscal quarter
end occurring
thereafter 1.25:1.0
SUBPART 2.3. Amendments to Section 6.4. Section 6.4 of the Credit
Agreement is hereby amended in its entirety to read as follows:
Section 6.4 Consolidated Leverage Ratio.
----------------------------
Maintain a Consolidated Leverage 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:
Fiscal Quarter End Ratio
------------------ -----
June 30, 1997 and
September 30, 1997 0.775:1.0
December 31, 1997
through
December 31, 1998 0.750:1.0
March 31, 1999 0.725:1.0
June 30, 1999 0.700:1.0
September 30, 1999 0.675:1.0
December 31, 1999
and each fiscal
quarter end
occurring thereafter 0.650:1.0
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.
-19-
SUBPART 3.1.2. Amendment Fee. The Borrower shall pay to
each Lender which executes this Amendment an amendment fee equal to
five basis points (5bps) on such Lender's Commitment .
SUBPART 3.1.4. 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.
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.
SUBPART 4.8. Acknowledgement of Mergers of Certain Subsidiaries.
The Lenders hereby acknowledge that Florimex Worldwide, Inc. and DIMON
International, Inc. have been merged into the Borrower.
-20-
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By____________________________
Senior Vice President and Treasurer
Title_________________________
/s/ B. ▇▇▇▇▇ ▇▇▇▇▇▇
By____________________________
Assistant Treasurer
Title_________________________
[Signatures Continued]
-21-
LENDERS:
NATIONSBANK, N.A., as a Lender and
in its capacity as Administrative Agent
/s/ Berthan ▇. ▇▇▇▇▇▇
By________________________________
Name: Berthan ▇. ▇▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK, as a Lender
and in its capacity as Documentation Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH, as a
Lender and in its capacity as Co-Agent
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
/s/ M. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By________________________________
Name: M. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
SOCIETE GENERALE, as a Lender and
in its capacity as Co-Agent
/s/ ▇▇▇▇▇ ▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President, Manager
[Signatures Continued]
-22-
BANK OF AMERICA NT & SA
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
CRESTAR BANK
/s/ ▇. ▇▇▇▇ Key
By________________________________
Name: ▇. ▇▇▇▇ Key
Title: Vice President
WACHOVIA BANK, N.A.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
/s/ ▇. ▇. Don
By________________________________
Name: ▇. ▇. Don
Title: Vice President & Manager
[Signatures Continued]
-23-
ABN AMRO BANK N.V. NEW YORK BRANCH
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Group Vice President
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇
By________________________________
Name: ▇. ▇. ▇▇▇▇▇▇▇▇
Title: Unit Head
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Joint General Manager
BAYERISCHE VEREINSBANK AG,
NEW YORK BRANCH
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
[Signatures Continued]
-▇▇-
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(fka Banque Francaise Du Commerce
Exterieur)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
CORESTATES BANK, N.A.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
By________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ISTITUTO BANCARIO SAN PAOLO DI TORINO S.P.A.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Directing General Manager
STANDARD CHARTERED BANK
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇
Title: Vice President
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
[Signatures Continued]
-25-
BANCA MONTE DEI PASCHI DI SIENA S.P.A.
/s/ ▇. ▇. ▇▇▇▇▇▇
By________________________________
Name: ▇. ▇. ▇▇▇▇▇▇
Title: F. V. P. & Dep. General Manager
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS ATLANTA AGENCY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President & Manager
THE SANWA BANK, LIMITED, ATLANTA AGENCY
/s/
By________________________________
Name:
Title:
-26-