▇▇▇▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and Treasurer
Re: Credit Agreement dated as of March 15, 1996 (the "Credit
Agreement") among DIMON Incorporated (the "Borrower"), the
several lenders party thereto (the "Lenders") and NationsBank,
N.A., as agent for the Lenders (in such capacity, the "Agent")
Dear ▇▇▇:
The defined terms in the above referenced Credit Agreement are
incorporated herein by reference.
You have informed us that the Borrower has entered into an agreement to
acquire (the "Intabex Acquisition") Intabex Holdings Worldwide S.A.
("Intabex") and the tobacco related assets of its affiliate, Tabex PVT
Limited. In connection therein, you have requested that the Lenders
consent to the Intabex Acquisition, make certain amendments to the Credit
Agreement necessary in connection with the Intabex Acquisition and extend
the Termination Date under and as defined in the Credit Agreement.
Pursuant to your request, the undersigned Lenders hereby agree with you as
follows:
( a ) The Borrower shall be permitted to consummate the
Intabex Acquisition notwithstanding the terms of Section 8.5
( a ) of the Credit Agreement, provided that
( i ) The purchase agreement (including all
schedules exhibits thereto) for the Intabex Acquisition
(the "Purchase Agreement") is reasonably satisfactory in
form and substance to the Agent and is not altered,
amended or otherwise changed or supplemented in any
material respect without the prior written consent of
the Agent;
( ii ) The Purchase Agreement is consummated
( A ) on or before June 30, 1997, ( B ) in accordance
with the terms thereof (including without limitation by
satisfaction in all material respects of the conditions
precedent to the obligations of the Borrower as buyer
thereunder) and ( C ) in compliance with applicable law
and regulatory approvals;
( iii ) The representations and
warranties set forth in Article V of the Credit
Agreement (except for those expressly relating to an
earlier date) are true and correct in all material
respects as of the date of the Intabex Acquisition after
giving effect thereto; and
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March 14, 1997
Page 2
( iv ) No Default or Event of Default exists and
is continuing as of the date of the Intabex Acquisition after
giving effect thereto.
In addition, the parties hereto expressly acknowledge and
agree that the Intabex Acquisition shall not be included in
any determination regarding additional acquisitions under
Section 8.5.
( b ) The Borrower shall be permitted to issue to the
seller of Intabex the Borrower's $140 million subordinated
debenture bearing interest at 6.25% and maturing in ten years,
without regard to requirements of Section 8.2 ( a ) ( ii ).
( c ) The reference in Section 8.2 ( b ) to $5,000,000
is hereby increased to $90,000,000, the reference in Section
8.2 ( b ) to $525,000,000 is hereby increased to $850,000,000
and the parties hereto acknowledge that the Borrower will not
be required to satisfy the conditions contained in the proviso
at the end of Section 8.2 ( b ) with respect to Debt assumed
in connection with the Intabex Acquisition.
( d ) The reference in Section 8.3 to $75,000,000
is hereby increased to $150,000,000.
( e ) The term "Change of Control" set forth in
Section 1.1 of the Credit Agreement hereafter shall be
deemed to include, without limitation, a Change of Control
under and as defined in Section 1406 of the Indenture attached
as Exhibit J to the Purchase Agreement.
( f ) The definition of "Termination Date" set
forth in Section 1.1 of the Credit Agreement is hereby amended
in its entirety to read as follows:
"Termination Date" shall mean the earlier to occur of
( i ) June 30, 1998 or such later anniversary thereof as
the Commitments may have extended by the Lenders
pursuant to Section 2.8, or ( ii ) the date of
termination in whole of the Aggregate Commitment pursuant
to Section 2.5 or 9.2.
The consent and amendment set forth above shall be and become
effective as of the date hereof when counterparts of this
letter agreement shall have been duly executed on behalf of
(A) the Borrower, (B) each of the Guarantors and (C)(1) with
respect to the consents and amendments contained in paragraphs
( a ), ( b ), ( c ), ( d ) and ( e ) above, the Required
Lenders and (2) with respect to the amendment contained in
paragraph ( f ) above, each of the Lenders.
Except as waived or amended hereby, all of the terms and
provisions of the Credit Agreement shall remain in full force
and effect.
This letter may be executed in any number of counterparts,
each of which shall constitute an original but all of which
when taken together shall constitute but one contract.
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May 14, 1997
Page 3
THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH
OF VIRGINIA.
Sincerely,
NATIONSBANK, N.A. CRESTAR BANK
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, III By /s/ ▇. ▇▇▇▇ Key
Title Exec. Vice President Title Vice President
ABN AMRO BANK N.V. NEW YORK FIRST UNION NATIONAL BANK OF BRANCH
VIRGINIA
By /s/ ▇▇▇▇▇▇ ▇. Spurga By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title Vice President Title Senior Vice President
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title AVP
BANK OF AMERICA NATIONAL TRUST CORESTATES BANK, N.A.
AND SAVINGS ASSOCIATION
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Title Vice President Title Assistant Vice President
THE BANK OF NOVA SCOTIA SIGNET BANK
By /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇ By /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ Authorized Signatory Title Senior Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY, SOCIETE GENERALE
f/k/a THE BANK OF TOKYO TRUST
By /s/ ▇▇▇▇ ▇▇▇ By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title Vice President Title SVP
COOPERATIVE CENTRALE RAIFFEISEN- THE SUMITOMO BANK, LIMITED
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND," ATLANTA BRANCH By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title Joint General Manager
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇
Title Vice President
WACHOVIA BANK OF NORTH
CAROLINA, N.A.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title SVP
(signatures continued)
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May 14, 1997
Page 4
ACCEPTED AND AGREED:
Borrower:
DIMON INCORPORATED
By /s/ ▇. ▇. ▇▇▇▇▇▇ / /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
Title VP and Treasurer / Secretary
GUARANTORS:
DIMON INTERNATIONAL, INC.
By /s/ ▇. ▇. ▇▇▇▇▇▇ / /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
Title Treasurer / Assistant Secretary
FLORIMEX WORLDWIDE, INC.
By /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇ / /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title Secretary / President
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