Exhibit 10.1 WAIVER AGREEMENT THIS WAIVER AGREEMENT, dated as of May 9, 2000 (the "Waiver "), is by and among DIMON INCORPORATED, a Virginia corporation (the " Borrower"), the several lenders identified on the signature pages hereto (the "Lenders"),...

WAIVER AGREEMENT


  Exhibit 10.1
      
  
  
        WAIVER AGREEMENT
      
  
  
       
             
   THIS
        WAIVER AGREEMENT, dated as of May 9, 2000 (the "Waiver
"), 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 Waiver
in
order to waive
        certain Events of Default.
      
  
  
      
               
 
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
Waiver, including
        its preamble and recitals, have the following meanings:
      
  
  
     
      
        
          
             
              		" Waiver 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 Waiver, including
its preamble
        and recitals, have the meanings provided in the Credit
Agreement.
      
  
  
      
      PART II
      
  
  
       
      WAIVER
      
  
  
       
               
 
For the fiscal
        quarter ending on March 31, 2000, the Required Lenders hereby
waive the
        requirement of Section 6.5 of the Credit Agreement which
provides that
        the Borrower maintain a Consolidated Total Senior Debt to
Borrowing Base
        Ratio of 1.20 to 1.00. Required Lenders further agree that
the
failure
        to observe Section 6.5 of the Credit Agreement with respect
to
the fiscal
        quarter ending on March 31, 2000, shall not constitute an
Event
of Default
        under the terms of the Credit Agreement. This waiver is a
one
time waiver
        and shall be effective only in the specific circumstances
provided for
        above and only for the purpose for which given. Except as
waived
or modified
        hereby, all of the terms and provisions of the Credit
Agreement
shall
        remain in full force and effect.
      
  
  
      
      -1-
      
  
  
       
      -16-
      
  
  
      
      PART III
      
  
  
       
      	CONDITIONS TO EFFECTIVENESS
      
  
  
      
              
  
SUBPART 3.1.
        Waiver Effective Date. This Waiver shall be and
become
effective
        as of the date hereof (the " Waiver 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 Waiver
. The
Administrative
                Agent shall have received counterparts of this
Waiver,
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 Waiver to any
Part
or Subpart
        are, unless otherwise specified, to such Part or Subpart
of
this Waiver.
      
  
  
      
               
 
SUBPART 4.2.
        Instrument Pursuant to Credit Agreement. This
Waiver
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.
        Survival. Except as expressly modified in this
Waiver,
 all of the
        terms and provisions and conditions of each of the
Credit
Documents shall
        remain unchanged.
      
  
  
      
               
 
SUBPART 4.4.
        Counterparts. This Waiver 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 4.5.
        Governing Law. THIS WAIVER 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.
      
  
  
      
      -2-
      
  
  
       
      -17-
      
  
  
      
               
 
SUBPART 4.6.
        Successors and Assigns. This Waiver shall be
binding
upon and inure
        to the benefit of the parties hereto and their respective
successors and
        assigns.
      
  
  
      
      -3-
      
  
  
       
      -18-
      
  
  
      
      Each of the parties hereto has caused a counterpart of
this Waiver to
        be duly executed and delivered as of the date first
above
written.
      
  
  
     
      BORROWER:

    
       
      DIMON INCORPORATED
      
  
  
       
      /s/  Xxxxx X. Xxxxxx
      
  
  
       
      By________________________________
      
  
  
       
      Name:  
      
       
      Xxxxx X. Xxxxxx
      
  
  
       
      Title:	   
      
       
      Senior Vice President and
      
  
  
       
      Chief Financial Officer
      
  
  
       
      and
      
       
      /s/  Xxxxxxx X. Xxxx
      
  
  
       
      By________________________________
      
  
  
       
      Name:  
      
       
      Xxxxxxx X. Xxxx
      
  
  
       
      Title:	   
      
       
      Senior Vice President and
      
  
  
       
      Treasurer
      
  
  
       
      -S1-
      
  
  
       
      -19-
      
  
  
     
      LENDERS:
    
       
      BANK OF AMERICA, N.A., formerly
NationsBank,
      
  
  
       
      individually as a Lender and in its
capacity as
      
  
  
       
      Administrative Agent
      
  
  
       
      /s/  Xxxxxxx X. Xxxxxxx
      
  
  
       
      By________________________________
      
  
  
       
      Name:  
      
       
      Xxxxxxx X. Xxxxxxx
      
  
  
       
      Title:   
      
       
      Principal
      
  
  
       
      FIRST UNION NATIONAL BANK,
      
  
  
       
      individually as a Lender and in
its capacity
as
      
  
  
       
      Syndication Agent
      
  
  
       
      /s/  Xxxxx X. Xxxxx
      
  
  
       
      By________________________________
      
  
  
       
      Name:  
      
       
      Xxxxx X. Xxxxx
      
  
  
       
      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
      
  
  
       
      /s/  Xxxxxxxx X. Xxx
      
  
  
       
      By________________________________
      
  
  
       
      Name:  
      
       
      Xxxxxxxx X. Xxx
      
  
  
       
      Title:   
      
       
      Vice President
      
  
  
       
      /s/  Xxxxx X. X'Xxxxxx
      
  
  
       
      By________________________________
      
  
  
       
      Name:  
      
       
      Xxxxx X. X'Xxxxxx
      
  
  
       
      Title:	   
      
       
      Vice President
      
  
  
       
      CRESTAR BANK
      
  
  
       
      /s/  X. Xxxx Key
      
  
  
       
      By________________________________
      
  
  
       
      Name:  
      
       
      X. Xxxx Key
      
  
  
       
      Title:   
      
       
      Vice President
      
  
  
       
      -S2-
      
  
  
       
      -20-
      
  
  
      
      WACHOVIA BANK, N.A.
      
  
  
      
      /s/  X. X. Xxxxxxx
      
  
  
       
      By________________________________
      
  
  
       
      Name:  
      
       
      X. X. Xxxxxxx
      
  
  
      
      Title:   
      
       
      Senior Vice President
      
  
  
      
      ABN AMRO BANK N.V. NEW YORK BRANCH
      
  
  
      
      By________________________________
      
  
  
       
      Name:  
      
       
      Title:   
      
       
      By________________________________
      
  
  
       
      Name:  
      
       
      Title:   
      
       
      By________________________________
      
  
  
       
      Name:  
      
       
      Title:   
      
       
      DEUTSCHE BANK AG - AMSTERDAM BRANCH
      
  
  
      
      /s/  Xxxx Warmoltz 
      
       
      Xxxx X. van der Xxxxxx
      
  
  
       
      By________________________________
      
  
  
       
      Name:  
      
       
      Xxxx Warmoltz
      
      
      Xxxx X. van der Xxxxxx
      
  
  
      
      Title:  
      
       
      Account Manager 
      
      
      Director
      
  
  
      
      NATEXIS BANQUE
      
  
  
      
      By________________________________
      
  
  
       
      Name:  
      
       
      Title:   
      
       
      -S3-
      
  
  
       
      -21-