Exhibit 10.1
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AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of February 12, 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"), 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, as
amended pursuant to that certain Amendment No. 1 to Credit Agreement dated as
of May 6, 1998 (as previously amended, 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).
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 6.3. Section 6.3 of the Credit
Agreement is hereby amended in its entirety to read as follows:
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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:
Fiscal Quarter End Ratio
------------------ -----------
September 30, 1997 0.80:1.0
December 31, 1997 1.10:1.0
March 31, 1998 through
March 31, 1999 0.90:1.0
June 30, 1999 and each fiscal
quarter end occurring thereafter 1.25:1.0
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.
SUBPART 3.1.2. Amendment Fee. The Borrower shall pay to each
Lender which executes this Amendment an amendment fee equal to
three and one-half basis points (3.5bps) 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.
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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.
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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
--------
By /s/ Xxxxx X. Xxxxxx
________________________________________
Title Senior Vice President and Treasurer
By /s/ Xxxxxx X. Xxxxxx
________________________________________
Title Assistant Treasurer
[Signatures Continued]
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LENDERS: NATIONSBANK, N.A., as a Lender and
------- in its capacity as Administrative Agent
By /s/ Xxxxxxx X. Xxxxxxx
________________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK, as a Lender
and in its capacity as Documentation Agent
By /s/ Xxxxx X. Xxxxx
________________________________________
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH, as a Lender
and in its capacity as a Co-Agent
By /s/ Xxxxxxxx X. Xxx
________________________________________
Name: Xxxxxxxx X. Xxx
Title: Vice President
By /s/ Xxx Xxxxx
________________________________________
Name: Xxx Xxxxx
Title: Senior Credit Officer
SOCIETE GENERALE, as a Lender and
in its capacity as a Co-Agent
By /s/ Xxxxx Xxxxx
________________________________________
Name: Xxxxx Xxxxx
Title: Director
BANK OF AMERICA NT & SA
By /s/ Xxxxxxx X. Xxxxxxx
________________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
[Signatures continued]
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XXXXXXX XXXX
By /s/ X. Xxxx Key
________________________________________
Name: X. Xxxx Key
Title: Vice President
WACHOVIA BANK, N.A.
By /s/ Xxxxx X. Xxxxxxx
________________________________________
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By /s/ J. Xxxxxxx Xxxxxx
________________________________________
Name: J. Xxxxxxx Xxxxxx
Title: Vice President
ABN AMRO BANK N.V. NEW YORK BRANCH
By /s/ Xxxxxxx X. Xxxx
________________________________________
Name: Xxxxxxx X. Xxxx
Title: Group Vice President
By /s/ Xxxxxxxxxxx X. Xxxxx
________________________________________
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By___________________________
Name: None
Title:
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By /s/ J. Xxxxx Xxxxxxxx
________________________________________
Name: J. Xxxxx Xxxxxxxx
Title: Senior Vice President
[Signatures continued]
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XXXXXXXXXX XXXX-XXX XXXXXXXXXXX XX,
XXX XXXX BRANCH
By /s/ Xxxxxxx Xxxxxxxx
________________________________________
Name: Xxxxxxx Xxxxxxxx
Title: Director
By /s/ X. Xxxxxx
________________________________________
Name: X. Xxxxxx
Title: Managing Director
NATEXIS BANQUE
(fka Banque Francaise Du Commerce Exterieur)
By___________________________
Name: None
Title:
CORESTATES BANK, N.A.
By /s/ Xxxxxxx X. Xxxxx
________________________________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President
ISTITUTO BANCARIO SAN PAOLO DI TORINO-
ISTITUTO MOBILIARE ITALIANO, S.P.A.
By /s/ Xxxxxx Xxxxxxx
________________________________________
Name: Xxxxxx Xxxxxxx
Title: First Vice President
By /s/ Xxxx Xxxxxxx
________________________________________
Name: Xxxx Xxxxxxx
Title: Deputy General Manager
STANDARD CHARTERED BANK
By /s/ Xxxxxxx Zenario
________________________________________
Name: Xxxxxxx Zenario
Title: Vice president
By /s/ Xxxxx X. X. Xxxxx
________________________________________
Name: Xxxxx X. X. Xxxxx
Title: Senior Credit Officer/Coin 98/62
[Signatures continued]
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BANCA MONTE DEI PASCHI DI SIENA S.P.A.
By /s/ X. X. Xxxxxx
________________________________________
Name: X. X. Xxxxxx
Title: F.V.P. & Dep. General Manager
By /s/ Xxxxx X. Xxxxx
________________________________________
Name: Xxxxx X. Xxxxx
Title: Vice President
CREDIT LYONNAIS ATLANTA AGENCY
By /s/ Xxxxx X. Xxxxxx
________________________________________
Name: Xxxxx X. Xxxxxx
Title: First Vice President & Manager
THE SANWA BANK, LIMITED, ATLANTA AGENCY
By___________________________
Name: None
Title:
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Exhibit 10.2
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AMENDMENT NO. 3 TO CREDIT AGREEMENT
NationsBank Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Tel 000-000-0000
NationsBank
April 30, 1999
DIMON Incorporated
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Senior Vice President and CFO
Re: Credit Agreement dated as of June 27, 1997 (the "Credit
Agreement") among DIMON Incorporated (the "Borrower"),
the several lenders party thereto (the "Lenders"),
NationsBank, N. A., as Administrative Agent, First
Union National Bank, as Documentation Agent and
Cooperatieve Centrale Raiffeisen-Boerenleebank B.A.,
"RaboBank Nederland," New York Branch and Societe
Generale, as Co-Agents
Dear Xxx:
The defined terms in the above referenced Credit Agreement are incorporated
herein by reference.
Pursuant to your request, the undersigned Lenders hereby agree with you to
amend the Credit Agreement by addeing a new Section 6.5 which shall read as
follows:
Section 6.5 Calculations.
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For purposes of calculating the financial covenants contained
Section 6.2 and Section 6.3 contained in this Article VI, the Borrower
shall be permitted to exclude during the appropriate Calculation Periods
the effect of one-time restructuring and other asset impairment charges
incurred during the fiscal quarters ending March 31, 1999 and June 30,
1999 in an aggregate amount not to exceed $26,000,000.
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 and (B) the
Required 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 (including
facsimile counterparts), each of which shall constitute an original but all
of which when taken together shall constitute but one contract.
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April 30, 1999
Page 2
THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE COMMONWEALTH OF VIRGINIA.
Sincerely,
NATIONSBANK, N.A.
By /s/ Xxxxxxx Xxxxxx
________________________________
Name: Xxxxxxx Xxxxxx
Title Vice President
ABN AMRO BANK N.V. NEW YORK BRANCH
By None
________________________________
Name:
Title
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By None
________________________________
Name:
Title
THE BANK OF NOVA SCOTIA
By None
________________________________
Name:
Title
BANK OF TOKYO - MITSUBISHI TRUST
COMPANY, f/k/a THE BANK OF TOKYO TRUST COMPANY
By None
________________________________
Name:
Title
COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND,"
NEW YORK BRANCH
By None
________________________________
Name:
Title
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April 30, 1999
Page 3
CRESTAR BANK
By /s/ X. Xxxx Key
________________________________
Name: X. Xxxx Key
Title Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxx Xxxxx
________________________________
Name: Xxxxx Xxxxx
Title Senior Vie President
SIGNET BANK/VIRGINIA
By /s/ Xxxxx Xxxxx
________________________________
Name: Xxxxx Xxxxx
Title Senior Vie President
SOCIETE GENERALE
By /s/ Xxxxxxxxxxx X. Xxxxxx
________________________________
Name: Xxxxxxxxxxx X. Xxxxxx
Title Director, Head of SG - Dallas
THE SUMITOMO BANK, LIMITED
By /s/ J. Xxxxx Xxxxxxxx
________________________________
Name: J. Xxxxx Xxxxxxxx
Title Senior Vice President
WACHOVIA BANK, N.A.
By /s/ Xxxxx Xxxxxxx
________________________________
Name: Xxxxx Xxxxxxx
Title Senior vice President
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April 30, 1999
Page 4
ISTITUTO BANCARIO SAN PAOLO DI TORINO MOBILIARO ITALIANO S.p.A.
By None
________________________________
Name:
Title
By None
________________________________
Name:
Title
BANCA MONTE DEI PASCHI DI SIENA SPA
By /s/ G. Natalicchi
________________________________
Name: G. Natalicchi
Title Senior Vice President & General Manager
By /s/ Xxxxx X. Xxxxx
________________________________
Name: Xxxxx X. Xxxxx
Title Vice President
BAYERISCHE HYPO-UND VEREINSBANK AG,
NEW YORK BRANCH
By None
________________________________
Name:
Title
By None
________________________________
Name:
Title
NATEXIS BANQUE
(fka Banque Francaise Du Commerce Exterieur)
By None
________________________________
Name:
Title
STANDARD CHARTERED BANK
By None
________________________________
Name:
Title
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April 30, 1999
Page 5
CREDIT LYONNAIS ATLANTA AGENCY
By None
________________________________
Name:
Title
THE SANWA BANK, LIMITED, ATLANTA AGENCY
By None
________________________________
Name:
Title
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April 30, 1999
Page 6
ACCEPTED AND AGREED:
BORROWER:
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DIMON INCORPORATED
By /s/ Xxxxx X. Xxxxxx
________________________________
Name: Xxxxx X. Xxxxxx
Title Senior Vice President and Treasurer
By /s/ Xxxxxx X. Xxxxxx
________________________________
Name: Xxxxxx X. Xxxxxx
Title Assistant Treasurer
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