PURCHASE AGREEMENT



 Exhibit 10.1 
 EXECUTION COPY 
 Alliance One International, Inc. 
 $150,000,000 8 1/2% Senior Notes due 2012 
 PURCHASE AGREEMENT 

March 2, 2007 
 Wachovia Capital Markets, LLC 
 Deutsche Bank Securities Inc. 
 ING Bank N.V., London Branch 

	c/o	Wachovia Capital Markets, LLC 

 One Wachovia Center

 301 South College Street 
 Charlotte, North Carolina 28288 
 Ladies and Gentlemen: 
 1. Notes. Alliance One International, Inc., a Virginia corporation (the
“Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule I (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule I of
$150,000,000 8 1/2% Senior Notes due 2012 (the “Notes”). Wachovia Capital Markets, LLC, Deutsche
Bank Securities Inc. and ING Bank N.V., London Branch have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. This Agreement supersedes in its entirety that certain engagement letter dated
February 28, 2007 by and among the Company and the Initial Purchasers. 
 The Notes will be issued pursuant to an indenture, to
be dated as of March 7, 2007 (the “Indenture”), between the Company, as issuer, Law Debenture Trust Company of New York, as trustee (in such capacity, the “Trustee”), and Deutsche Bank Trust Company Americas,
as paying agent and registrar. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a DTC Agreement, to be dated as of the
Closing Date (as defined in Section 3) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The sale of the Notes to the Initial Purchasers will be made without registration of the Notes under the
Securities Act of 1933, as amended (the “Securities Act”), in reliance upon certain exemptions from the registration requirements of the Securities Act. This Agreement, the registration rights agreement, to be dated as of the
Closing Date, between the Initial Purchasers and the Company (the “Registration Rights Agreement”), the Notes and the Indenture are hereinafter collectively referred to as the 








 
“Offering Documents” and the transactions contemplated herein and therein in connection with the issuance of the Notes on the Closing Date
are hereinafter referred to as the “Offering.” 
 In connection with the sale of the Notes, the Company has prepared and
delivered to the Initial Purchasers copies of a preliminary offering memorandum dated February 28, 2007 (the “Preliminary Offering Memorandum”) and has prepared and will deliver to the Initial Purchasers, on the date hereof or
the next succeeding business day, copies of a final offering memorandum dated March 2, 2007 (the “Final Offering Memorandum”), each for use by the Initial Purchasers in connection with solicitation of purchases of, or offering
of, the Notes. “Offering Memorandum” means, with respect to any date or time referred to in this Purchase Agreement (hereinafter referred to as the “Agreement”), the most recent offering memorandum (whether the
Preliminary Offering Memorandum or the Final Offering Memorandum, or any amendment or supplement to either such document), including exhibits thereto and any documents incorporated therein by reference, which has been prepared and delivered by the
Company to the Initial Purchasers in connection with their solicitation of purchases of, or offering of, the Notes. The Company hereby confirms that it has authorized the use of the Final Offering Memorandum, and any amendment or supplement thereto,
in connection with the offer and sale of the Notes by the Initial Purchasers. 
 All references in this Agreement to financial statements and
schedules and other information which is “contained,” “included” or “stated” in the Offering Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and
schedules and other information which are incorporated by reference in the Offering Memorandum; and all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any
document under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) on or prior to the Closing Date which is incorporated by reference in the Offering Memorandum 
 2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Initial Purchasers as set forth in
this Section 3. 
 (a) As of the Applicable Time (as defined below), neither (x) the Offering Memorandum as of the
Applicable Time as supplemented by the final pricing term sheet, in the form attached hereto as Schedule II (the “Pricing Supplement”), that has been prepared and delivered by the Company to the Initial Purchasers in connection with
its solicitation of offers to purchase the Notes, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Supplemental Offering Materials (as defined below), when considered together
with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. “Applicable Time” means 9:00 am (Eastern time) on March 2, 2007 or such other time as agreed by the Company and the Initial Purchasers. 
 “Supplemental Offering Materials” means any “written communication” (within the meaning of the 1933 Act
Regulations (as defined below)) prepared by or on behalf of the Company, or used or referred to by the Company, that constitutes an offer to sell or a 

  

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solicitation of an offer to buy the Notes other than the Offering Memorandum or amendments or supplements thereto (including the Pricing Supplement),
including, without limitation, any road show relating to the Notes that constitutes such a written communication; provided that “Supplemental Offering Materials” shall be limited to only those materials listed on Schedule III
attached hereto. 
 As of its issue date and as of the Closing Time, the Final Offering Memorandum will not include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 
 The representation and warranties in this subsection shall not apply to statements in or omissions from the General Disclosure Package or
the Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers expressly for use therein. 
 (b) The Offering Memorandum as delivered from time to time shall incorporate by reference the most recent Annual Report of the Company on
Form 10-K filed with the Commission and each Quarterly Report of the Company on Form 10-Q and each Current Report of the Company on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) since the end of the
fiscal year to which such Annual Report relates. The documents incorporated or deemed to be incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission complied and will comply in all
material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the “Exchange Act Regulations”), and, when read together with the other information in the Offering Memorandum,
at the time the Offering Memorandum was issued and at Closing Time, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading. 
 (c) Each of the Company and its direct and indirect subsidiaries has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires
such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be in such good standing or to so qualify, in the aggregate, would not have a Material Adverse
Effect. “Material Adverse Effect” shall mean a material adverse effect on (i) the business, operations, properties, assets, liabilities, net worth, condition (financial or otherwise) or prospects of the Company and each of its
subsidiaries, taken as a whole, or (ii) the ability of the Company to perform any of its obligations under the Offering Documents. 
 (d) Each of the Company and its direct and indirect subsidiaries has full power (corporate and other) to own or lease its respective properties and conduct its respective businesses as described in the General
Disclosure Package and the Final Offering Memorandum except, in the case of the Company’s direct and indirect 

  

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subsidiaries, where the failure to have such power would not have a Material Adverse Effect, and the Company has full power (corporate and other) to enter
into the Offering Documents and to carry out all the terms and provisions hereof and thereof to be carried out by it. 
 (e)
The Company has an authorized, issued and outstanding capitalization as set forth in the General Disclosure Package and the Final Offering Memorandum. All of the issued shares of capital stock of the Company have been duly authorized and validly
issued and are fully paid and nonassessable. 
 (f) Except as would not have a Material Adverse Effect, the issued shares of
capital stock of each of the Company’s direct and indirect subsidiaries (i) has been duly authorized and validly issued, is fully paid and nonassessable and (ii) except as otherwise set forth in the General Disclosure Package and the
Final Offering Memorandum and pledges in connection with the Company’s senior secured credit facility, is owned of record and beneficially by the Company, either directly or through wholly owned subsidiaries, free and clear of any pledge, lien,
encumbrance, security interest, restriction on voting or transfer, preemptive rights or other defect in title or any claim of any third party. 
 (g) No direct or indirect subsidiary of the Company is prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from
repaying to the Company any loans or advances to such subsidiary from the Company, or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as provided by applicable laws or
regulations, pursuant to the senior secured credit facility and as described in the General Disclosure Package and the Final Offering Memorandum. 
 (h) Except as described in the General Disclosure Package and the Final Offering Memorandum, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any capital
stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue such
shares, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. 
 (i) Each
of Deloitte & Touche LLP and Ernst & Young LLP, who has audited certain financial statements of the Company and delivered its respective report with respect to the audited consolidated financial statements and schedules in, or
incorporated by reference into, the General Disclosure Package and the Final Offering Memorandum, is and was, at the time of delivery of such report, to the Company’s knowledge, an independent registered public accounting firm within the
meaning of the Securities Act and the applicable rules and regulations thereunder (the “1933 Act Regulations”) and the applicable rules and regulations of the Public Company Accounting Oversight Board (United States). 
  

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 (j) The consolidated financial statements (including the notes thereto) and schedules of
the Company and its consolidated subsidiaries included in, or incorporated by reference into, the General Disclosure Package and the Final Offering Memorandum fairly present the financial position of the Company and its consolidated subsidiaries and
the results of operations as of the dates and for the periods specified therein; since the date of the latest of such financial statements, there has been no change nor any development or event involving a prospective change which has had or could
reasonably be expected to have a Material Adverse Effect; such financial statements and schedules have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as
otherwise expressly noted in the notes thereto or elsewhere therein); the summary or selected financial information included in, or incorporated by reference into, the General Disclosure Package and the Final Offering Memorandum has been fairly
extracted from the financial statements of the Company and fairly presents, on the basis stated therein, the information included therein. 
 (k) Subsequent to the respective dates as of which information is given in the General Disclosure Package and the Final Offering Memorandum, (i) none of the Company and its direct and indirect subsidiaries have
incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; (ii) the Company has neither purchased any of its outstanding capital stock, nor declared,
paid or otherwise made any dividend or distribution of any kind on its capital stock; and (iii) there has not been any adverse material change in the capital stock, short-term debt or long-term debt of the Company and its direct and indirect
subsidiaries, except in each case as described in or contemplated by the General Disclosure Package and the Final Offering Memorandum. 
 (l) The Company and its direct and indirect subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with
management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. 
 The Company and its consolidated subsidiaries employ disclosure controls
and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in
the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions
regarding disclosure. 
 (m) There is and has been no failure on the part of the Company or any of the Company’s
directors or officers, in their capacities as such, to comply in all material 

  

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respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402
related to loans and Sections 302 and 906 related to certifications, except for filings which were not timely filed pursuant to Section 16(a) of the Exchange Act but have been subsequently corrected in compliance with the Section 16(a) of
the Exchange Act. 
 (n) Each of the Offering Documents (other than the Notes) has been duly authorized by all necessary
corporate action of the Company, and the Offering Documents (other than the Notes), when duly executed and delivered by the Company and, as the case may be, by the Trustee, will constitute legal, valid and binding obligations of the Company
enforceable against the Company in accordance with its terms, subject, as to the enforcement of remedies, to general equity principles and to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’
rights generally from time to time in effect, and except as rights to indemnity and contribution may be limited by federal or state securities laws. 
 (o) The Notes have been duly authorized by all necessary corporate action for issuance and sale pursuant to this Agreement and, when executed, authenticated, issued and delivered in the manner provided for in the
Indenture and sold and paid for as provided in this Agreement, the Notes will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms
and the terms of the Indenture, subject, as to the enforcement of remedies, to general equity principles and to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors rights generally from time to time in
effect. The exchange notes to be issued pursuant to the Indenture and the Registration Rights Agreement have been duly authorized by the Company, and when the exchange notes have been duly executed and delivered by the Company and duly authenticated
by the Trustee, all in accordance with the terms of the Indenture, the exchange notes will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance
with their terms and the terms of the Indenture, subject, as to the enforcement of remedies, to general equity principles and to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors rights generally from
time to time in effect. 
 (p) The issuance, offering and sale of the Notes to the Initial Purchasers by the Company pursuant
to this Agreement and the compliance by the Company with the other provisions of the Offering Documents herein and therein set forth do not (i) require the consent, approval, authorization, order, registration or qualification of, or filing
with, any governmental authority or court, or body or arbitrator having jurisdiction over the Company or its subsidiaries, or (ii) conflict with, result in a breach or violation of, or constitute a default under, any indenture, mortgage, deed
of trust, lease or other agreement or instrument to which the Company or any of its direct or indirect significant subsidiaries, as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act (“Subsidiaries”), is a
party or by which the Company or any of such Subsidiaries or any of their respective properties is bound, or with the charter or by-laws of the Company or any of such Subsidiaries, or any statute, rule or regulation or any judgment, order or 

  

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decree of any governmental authority or court or any arbitrator applicable to the Company or any such Subsidiaries in each case except as described in the
General Disclosure Package and the Final Offering Memorandum. 
 (q) No legal or governmental proceedings or investigations
are pending to which the Company or any of its direct and indirect subsidiaries is a party or to which the property of the Company or any of such subsidiaries is subject that are not described in the General Disclosure Package or the Final Offering
Memorandum, and no such proceedings or investigations have been threatened against the Company and any of such subsidiaries or with respect to any of their respective properties, except in each case, for such proceedings or investigations that, if
the subject of an unfavorable decision, ruling or finding, would not, singly or in the aggregate, result in a Material Adverse Effect. 
 (r) Except as disclosed in the General Disclosure Package and the Final Offering Memorandum, neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person
acting on behalf of the Company or any of its direct and indirect subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended,
and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or
authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and
maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. 
 (s) The operations of the Company and its direct and indirect subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and
Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, the “Money Laundering Laws”), except for such noncompliance as would not have a Material Adverse Effect, and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company or any such subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. 
 (t) Neither the Company nor, to the knowledge of the Company, any director or executive officer is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. 
  

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 (u) The Company is not now, or after giving effect to the issuance of the Notes and the
execution, delivery and performance of the other Offering Documents and the consummation of the transactions contemplated thereby, will not be (i) insolvent, (ii) left with unreasonably small capital with which to engage in its anticipated
businesses or (iii) incurring debts or other obligations beyond its ability to pay such debts or obligations as they become due. 
 (v) The Company has not distributed and, prior to the later of (i) the Closing Date and (ii) the completion of the distribution of the Notes, will not distribute any offering material in connection with the
offering and sale of the Notes other than the General Disclosure Package and the Final Offering Memorandum or any amendment thereto or any amendment or supplement thereto. 
 (w) Subsequent to the date as of which information is given in the General Disclosure Package and the Final Offering Memorandum, neither
the Company nor any of its direct or indirect subsidiaries has sustained any material loss or interference with their respective businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance,
or from any labor dispute or any legal or governmental proceeding and there has not been any Material Adverse Effect, or any development involving a prospective Material Adverse Effect, except in each case as described in or contemplated by the
General Disclosure Package and the Final Offering Memorandum. 
 (x) Each of the Company and its direct and indirect
subsidiaries has good and marketable title in fee simple to all items of real property and marketable title to all personal property owned by each of them, in each case, except as set forth in the General Disclosure Package and the Final Offering
Memorandum, free and clear of any pledge, lien, encumbrance, security interest or other defect or claim of any third party, except such as do not materially and adversely affect the value of such property and do not interfere with the use made or
proposed to be made of such property by the Company or such subsidiaries, and any real property and buildings held by the Company or such subsidiaries are held under valid, subsisting and enforceable leases, with such exceptions as are not material
and do not interfere with the use made or proposed to be made of such property and buildings by the Company or such subsidiaries. 
 (y) ERISA: 
 (i) Definitions: 
 “Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated and the rulings
issued thereunder. 
 “ERISA” means the United States Employee Retirement Income Security Act of 1974, as
amended, and the regulations promulgated and rulings issued thereunder. 
  

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 “ERISA Affiliate,” means each trade or business (whether or not
incorporated) that together with the Company, would be treated as a single employer under Title IV or Section 302 of ERISA or Section 412 of the Code. 
 “ERISA Event” means (i) the occurrence of a “reportable event” described in Section 4043 of ERISA
(other than a “reportable event” not subject to the provision for 30-day notice), or (ii) the provision or filing of a notice of intent to terminate a Plan (other than in a standard termination within the meaning of Section 4041
of ERISA) or the treatment of a Plan amendment as a distress termination under Section 4041 of ERISA, or (iii) the institution of proceedings to terminate a Plan by the PBGC, or (iv) the existence of any “accumulated funding
deficiency” or “liquidity shortfall” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, or the filing of an application pursuant to Section 412(e) of the Code or
Section 304 of ERISA for any extension of an amortization period, or (v) the receipt of notice by the Company or any ERISA Affiliate that any Multiemployer Plan may be terminated, partitioned or reorganized or that any Multiple Employer
Plan may be terminated, or (vi) the occurrence of any transaction which might reasonably be expected to constitute grounds for the imposition of liability under Section 4069 of ERISA. 
 “ERISA Plan” means any employee benefit plan (as defined in ERISA) maintained or contributed to by the Company or any of
its ERISA Affiliates. 
 “Multiemployer Plan” means a “multiemployer plan” as defined in
Section 4001(a)(3) of ERISA. 
 “Multiple Employer Plan” means an employee benefit plan described in
Section 4063 of ERISA. 
 “Plan” means an ERISA Plan, other than a Multiemployer Plan, with respect to
which the Company or any of its ERISA Affiliates could be subject to any liability under Title IV or Section 302 of ERISA or Section 412 of the Code. 
 “Underfunding” means, with respect to any Plan, the excess, if any, of the “projected benefit obligations”
(within the meaning of Statement of Financial Accounting Standards 87) under such Plan (determined using the actuarial assumptions used for purposes of calculating funding requirements in the most recent actuarial report for such plan) over the fair
market value of the assets held under the Plan. 
 (ii) Except as disclosed or incorporated by reference in the General
Disclosure Package and the Final Offering Memorandum, no ERISA Event has occurred, is planned or is reasonably expected to occur and no condition or event currently exists or currently is expected to occur that could result in any such ERISA Event
and no Underfunding exists with respect to any Plan. 
 (iii) Neither the Company nor any of its ERISA Affiliates has incurred
unsatisfied liabilities in connection with withdrawals from Multiemployer Plans and Multiple Employer Plans. Neither the Company nor any of its ERISA Affiliates contributes to or has any obligation to contribute to any Multiemployer Plans and


  

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Multiple Employer Plans. Neither the Company nor any of its ERISA Affiliates has incurred, and no condition or set of circumstances currently exists under
which the Company or any of its ERISA Affiliates can reasonably be expected to incur, any liability to, under or with respect to any ERISA Plan, except for liabilities for benefit claims and funding obligations payable in the ordinary course and
except where any non-compliance or any liabilities would not have a Material Adverse Effect. 
 (iv) The Company and its
direct and indirect subsidiaries have complied with the requirements of ERISA and the Code applicable to Plans and each Plan maintained by any such entity which is intended to be tax-qualified is so qualified, except where such non-compliance would
not have a Material Adverse Effect. 
 (v) No labor dispute with the employees of the Company and any of its direct and
indirect subsidiaries exists or is threatened or imminent which could result in a Material Adverse Effect. 
 (z) The Company
and its direct and indirect subsidiaries own or otherwise possess the right to use all patents, trademarks, service marks, trade names and copyrights, all applications and registrations for each of the foregoing, and all other proprietary rights and
confidential information used in the conduct of their respective businesses as currently conducted; and neither the Company nor any of its direct or indirect subsidiaries of either has received any notice, or is otherwise aware, of any infringement
of or conflict with the rights of any third party with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 
 (aa) Each of the Company and its direct and indirect subsidiaries is insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts and with such deductibles as are prudent and customary in the businesses in which they are engaged; neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for,
except where the failure to have such insurance would not have a Material Adverse Effect; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. 
 (bb) Each of the Company and its direct and indirect subsidiaries possesses all certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities necessary to conduct its respective businesses, except where the failure to have such would not result in a Material Adverse Effect, and neither the Company nor any such subsidiary has
received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a
Material Adverse Effect. 
 (cc) Environmental Matters: 
 (i) Each of the Company and its direct and indirect subsidiaries is and have been in compliance with all applicable laws, statutes,
ordinances, rules, regulations, orders, judgments, decisions, decrees, standards, and requirements (“Legal Requirements”) relating to human health and safety, pollution, management, disposal or release of any chemical substance,
product or waste, and protection, cleanup, remediation or corrective action relating to the environment or natural resources (“Environmental Law”); 
  

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 (ii) Each of the Company and its direct and indirect subsidiaries of either has obtained
and is in compliance with the conditions of all permits, authorizations, licenses, approvals, and variances necessary under any Environmental Law for the continued conduct in the manner now conducted of the business of the Company and each of such
subsidiaries (“Environmental Permits”); 
 (iii) There are no past or present conditions or circumstances,
including but not limited to pending changes in any Environmental Law or Environmental Permit, that are likely to interfere with the conduct of the business of any of the Company and its direct and indirect subsidiaries in the manner now conducted
or which would interfere with compliance with any Environmental Law or Environmental Permit; and 
 (iv) There are no past or
present conditions or circumstances at, or arising out of, the business, assets and properties of the Company and its direct and indirect subsidiaries or any formerly leased, operated or owned businesses, assets or properties of the Company and such
subsidiaries, including but not limited to on-site or off-site disposal or release of any chemical substance, product or waste, which may give rise to (A) liabilities or obligations for any cleanup, remediation or corrective action under any
Environmental Law, (B) claims arising under any Environmental Law for personal injury, property damage, or damage to natural resources, (C) liabilities or obligations incurred to the Company or its direct and indirect subsidiaries to
comply with any Environmental Law, or (D) fines or penalties arising under any Environmental Law; 
 except for any noncompliance or conditions or
circumstances that, singly or in the aggregate, would not result in a Material Adverse Effect. 
 (dd) No default exists, and
no event has occurred which, with notice or lapse of time or both, would constitute a default in the due performance and observation of any term, covenant or condition of any indenture, mortgage, deed of trust, lease or other agreement or instrument
to which the Company and its direct and indirect subsidiaries is a party or by which the Company and such subsidiaries or any of their respective properties is bound which would have a Material Adverse Effect. 
 (ee) Each of the Company and its direct and indirect subsidiaries has filed all foreign, federal, state and local tax returns that are
required to be filed or have requested extensions thereof and have paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such
assessment, fine or penalty that is currently being contested in good faith and for which the Company retains adequate reserves. 
  

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 (ff) The Company is not and after giving effect to the Offering and sale of the Notes and
the application of the proceeds thereof as described in the General Disclosure Package and Final Offering Memorandum will not be, an “investment company”, or a company “controlled” by an “investment company”, within the
meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”). 
 (gg) Neither the
Company nor any of its Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), or any person acting on its or their behalf has, directly or indirectly, made offers or sales of any security,
or solicited offers to buy any security, under circumstances that would require the registration of the Notes under the Securities Act. 
 (hh) Neither the Company nor any of its Affiliates, or any person acting on its or their behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection
with any offer or sale of the Notes in the United States. 
 (ii) Neither the Company nor any of its Affiliates, or any person
acting on its or their behalf (other than the Initial Purchasers and their agents, as to which the Company makes no representation or warranty) has engaged in any directed selling efforts with respect to the Notes, and each of them has complied with
the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. 
 (jj) Neither the Company nor any of its Affiliates has taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to cause or result in, stabilization or
manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes; nor has the Company or any Affiliate of the Company paid or agreed to pay to any person any compensation for soliciting another to purchase any
securities of the Company (except as contemplated by this Agreement). 
 (kk) The Notes satisfy the eligibility requirements
of Rule 144A(d)(3) under the Securities Act. 
 (ll) Assuming the accuracy of the representations and warranties of the
Initial Purchasers in Section 4 hereof and compliance by the Initial Purchasers with the procedures set forth in Section 4 hereof, it is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers
in the manner contemplated by this Agreement, the General Disclosure Package and the Final Offering Memorandum to register any of the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act. 
 (mm) Each of the Company and its subsidiaries is in compliance with all laws, ordinances, regulations and orders applicable to the Company
and its subsidiaries and its businesses, except for such noncompliance as would not have a Material Adverse Effect, and neither of the Company, nor any such subsidiary has received any notice to the 

  

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contrary; and each of the Company and its subsidiaries possesses and is in compliance with the terms of all certificates, authorizations, permits, licenses,
approvals, orders and franchises (collectively, “Licenses”) necessary to conduct its businesses as currently operated in the manner described in the General Disclosure Package and the Final Offering Memorandum and all such Licenses
are in full force and effect, except where the failure to be in compliance with such laws, ordinances, regulations and orders or to so comply or possess such Licenses would not have a Material Adverse Effect. No proceeding has been instituted or, to
the Company’s knowledge, is threatened or contemplated to terminate, withdraw or cancel or to modify or restrict the scope of such Licenses in any way that would result in a Material Adverse Effect. 
 (nn) The Offering (including, without limitation, the use of proceeds from the sale of the Notes) will not violate or result in a
violation of Section 7 of the Exchange Act or any regulation promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System. 
 (oo) There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection
with the execution and delivery of this Agreement or the issuance or sale by the Company of the Notes. 
 (pp) Except as
described in the General Disclosure Package and Final Offering Memorandum, no proceedings for the merger, consolidation, liquidation or dissolution of the Company or the sale of all or a material part of the assets of the Company or any material
acquisition by the Company are pending. 
 Each certificate signed by any officer of the Company and delivered to the Initial Purchasers or their counsel
shall be deemed to be a representation and warranty by the Company to the Initial Purchasers as to the matters covered thereby. 
 3.
Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell $150,000,000
aggregate principal amount of Notes and the Initial Purchasers, severally and not jointly, agree to purchase from the Company Notes at a purchase price equal to 97.757% of the principal amount of the Notes. Certificates in definitive form as
instructed by the Initial Purchasers for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the
Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers for the account of each Initial Purchaser, against payment by or on behalf of such Initial Purchaser of the purchase
price therefor by wire transfer in same-day funds (the “Wired Funds”) to the account of the Company. Such delivery of and payment for the Notes shall be made at the offices of Shearman & Sterling LLP, 599 Lexington Avenue,
New York, New York at 10:00 A.M., New York time, on March 7, 2007, or at such other place, time or date as the Initial Purchasers and the Company may agree upon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such
time and date of delivery against payment being herein referred to as the “Closing Date”. The Company will make such certificates for each of the Notes available for checking and packaging by the Initial Purchasers at the offices in
New York, New York of Shearman & Sterling LLP (“Counsel for the Initial Purchasers”) at least 24 hours prior to the Closing Date. 
  

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 4. Offering of the Notes and the Initial Purchasers’ Representations and Warranties. The
Initial Purchasers each represents and warrants to and agrees with the Company that: 
 (a) It has not offered or sold, and it
will not offer or sell, any Notes except (i) to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) (“QIBs”) in transactions meeting the requirements of Rule
144A, (ii) to other institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) who provide to it and to the Company a letter in substantially the form of Exhibit A hereto or
(iii) in accordance with the restrictions set forth in Exhibit B hereto. In connection with each sale pursuant to clause (i) above, the Initial Purchasers have taken or will take reasonable steps to ensure that the purchaser of such Notes
is aware that such sale is being made in reliance upon Rule 144A. 
 (b) It is an “accredited investor” (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act). 
 (c) Neither it nor any person acting on its behalf
has made or will make offers or sales of the Notes by means of any form of general solicitation or general advertising (within the meaning of Regulation D). 
 5. Covenants of the Company. The Company covenants and agrees with the Initial Purchasers that: 
 (a) The Company will furnish to the Initial Purchasers as soon as reasonably possible, without charge, during the period referred to in paragraph (c) below, as many copies of the Offering Memorandum and any
amendments and supplements thereto as they may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering of the Notes and will reimburse the Initial Purchasers for payment of the
required PORTAL (as defined below) filing fee. 
 (b) The Company will not amend or supplement the Offering Memorandum prior
to the completion of the distribution of the Notes by the Initial Purchasers, without the prior consent of the Initial Purchasers. The Company will prepare the Pricing Supplement, in form and substance satisfactory to the Initial Purchasers, and
shall furnish prior to the Applicable Time to the Initial Purchasers, without charge, as many copies of the Pricing Supplement as the Initial Purchasers may reasonably request. The Company represents and agrees that, unless it obtains the prior
consent of the Initial Purchasers, it has not made and will not make any offer relating to the Notes by means of any Supplemental Offering Materials. 
 (c) If at any time prior to the completion of the sale of the Notes by the Initial Purchasers, any event occurs as a result of which the Offering Memorandum, as then amended or supplemented, would include any untrue
statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the 

  

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circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Offering Memorandum to comply with
applicable law, the Company will promptly (i) notify the Initial Purchasers of the same; (ii) subject to the requirements of paragraph (b) of this Section 5, will prepare and provide to the Initial Purchasers pursuant to
paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) will supply any supplemented or amended Offering Memorandum to the Initial Purchasers and
Counsel for the Initial Purchasers without charge in such quantities as may be reasonably requested. 
 (d) The Company will
cooperate with the Initial Purchasers and their counsel in connection with (i) the qualification of the Notes for sale by the Initial Purchasers under the laws of such jurisdictions as the Initial Purchasers may designate and (ii) the
maintenance of such qualifications for so long as required for the sale of the Notes by the Initial Purchasers; provided, however, that the Company will not be required to qualify to do business in any jurisdiction in which it is not
then so qualified, to file any general consent to service of process or to take any other action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject. The Company will promptly
advise the Initial Purchasers of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

 (e) At any time until Wachovia Capital Markets, LLC has completed the distribution, the Company, whenever it or any of its
subsidiaries publishes or makes available to the public (by filing with any regulatory authority or securities exchange or by publishing a press release or otherwise) any information that would reasonably be expected to be material in the context of
the issue of the Notes under this Agreement, shall promptly notify the Initial Purchasers as to the nature of such information or event; provided that Wachovia Capital Markets, LLC will notify the Company in writing if the distribution is not
completed by the Closing Date and if such notice is given, will notify the Company in writing when such distribution is complete. For the period specified in the immediately preceding sentence, the Company will (i) notify the Initial Purchasers
of (A) any decrease in the rating of the Notes or any other debt securities of the Company by any nationally recognized statistical rating organization (as defined in Rule 436(g)(2) under the Securities Act) or (B) any notice given of any
intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, as soon as the Company becomes aware of any such decrease or notice, and (ii) deliver to
the Initial Purchasers, as soon as available and without request, copies of its yearly and quarterly filings under the Exchange Act. 
 (f) The Company will not, and will not permit any of its Affiliates to, resell any of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities Act or in accordance
with Rule 144 under the Securities Act. 
 (g) Except as contemplated in the Registration Rights Agreement, none of the
Company or any of its Affiliates, nor any person acting on its or their behalf (other than 

  

 15 








 
the Initial Purchasers or any of their Affiliates, as to whom the Company expresses no opinion) will, directly or indirectly, make offers or sales of any
security, or solicit offers to buy any security, under circumstances that would require the registration of the Notes under the Securities Act. 
 (h) None of the Company or any of its Affiliates, nor any person acting on its or their behalf (other than the Initial Purchasers or any of their Affiliates, as to whom the Company expresses no opinion) will engage in
any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Notes. 
 (i) So long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, at any time that the Company is not then subject to Section 13 or 15(d) of the
Exchange Act, the Company will provide at its expense to each holder of the Notes and to each prospective purchaser (as designated by such holder) of the Notes, upon the request of such holder or prospective purchaser, any information required to be
provided by Rule 144A(d)(4) under the Securities Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders from time to time, of the Notes. 
 (j) In connection with the Initial Purchasers’ request to do so, the Company will use its commercially reasonable efforts to
cooperate in causing the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages (“PORTAL”) market securities in accordance with the rules and regulations adopted by the National Association of Notes
Dealers, Inc. relating to trading in PORTAL and will use commercially reasonable efforts to permit the Notes to be eligible for clearance and settlement through DTC. 
 (k) The Company will apply the net proceeds from the sale of the Notes as set forth under “Use of Proceeds” in the Offering
Memorandum. 
 (l) Neither the Company nor any of its Affiliates (as defined in Regulation D) will take, directly or
indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of the Notes. 
 (m) The Company and its subsidiaries will conduct its or their operations in a manner that will not subject
the Company or any of its subsidiaries to registration as an investment company under the Investment Company Act. 
 (n)
Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf (other than the Initial Purchasers or their agents, as to which the Company makes no covenant) will engage in any directed selling efforts with respect to
the Notes, and each of them will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given them by Regulation S. 
  

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 (o) Each Note will bear a legend substantially to the following effect until such legend
shall no longer be necessary or advisable because such Notes are no longer subject to the restrictions on transfer described therein: 
 “THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT: 
 SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY 
 (i) (a) FOR SO LONG AS THE SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE SECURITIES ACT TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (b) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (c) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF
WHICH MAY BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR
(d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE ISSUER SO REQUESTS), 
 (ii) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, OR 
 (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 
  

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 AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION; AND 
 (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.” 
 (p) The Company will
not, directly or indirectly, offer, sell contract to sell or otherwise dispose of any debt securities of the Company or options or rights to purchase debt securities of the Company substantially similar to the Notes (other than the Notes offered
pursuant to this Agreement) for a period of 180 days after the date hereof, without the prior written consent of the Initial Purchasers. For the avoidance of doubt, this paragraph (p) shall not prohibit the Company or its subsidiaries from
renewing or drawing under seasonal local operating lines, including any such lines that may be syndicated, and other ordinary course borrowings at the local level to the extent permitted by the Indenture. 
 6. Expenses. The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement,
whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing or other production of
documents with respect to the transactions, including any costs of printing any General Disclosure Package, any Offering Memorandum and any amendment or supplement thereto or of any Supplemental Offering Material, this Agreement and any blue sky
memoranda, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants, the Trustees, transfer agents, depository and
registrar, and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Initial Purchasers of any certificates evidencing the Notes, (v) the qualification of the Notes under state securities and
blue sky laws, including filing fees and fees and disbursements of Counsel for the Initial Purchasers relating thereto, (vi) the fees and expenses, if any, incurred in connection with the admission of the Notes for trading in the PORTAL Market,
(vii) the fees of any agency that rates the securities, (viii) all fees and expenses in connection with approval of the Notes by DTC for “book-entry” transfer, (ix) all necessary issue, transfer and other stamp taxes in
connection with the issuance and sale of the Notes to the Initial Purchasers, (x) all costs and expenses relating to investor presentations, including any “road show” presentations undertaken in connection with the marketing of the
offering of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with road show presentations and lodging expenses of the
officers of the Company and any such consultants, and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. If the sale of the Notes
provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 7 hereof is not satisfied, because this Agreement is terminated pursuant to Section 10 hereof or because of any
failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed 

  

 18 








 
or satisfied hereunder other than by reason of a default by any of the Initial Purchasers, the Company shall reimburse the Initial Purchasers upon demand for
all reasonable out-of-pocket expenses (including reasonable counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and sale of the Notes. The Company shall not in any event be liable to the
Initial Purchasers for the loss of anticipated profits from the transactions covered by this Agreement. 
 7. Conditions of the Initial
Purchasers’ Obligations. The several obligations of the Initial Purchasers to purchase and pay for the Notes shall be subject to the accuracy of the representations and warranties of the Company in Section 2 hereof, in each case as of
the date hereof and as of the Closing Date, as if made on and as of the Closing Date, to the accuracy of the statements of the Company’s officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and
agreements hereunder and the consummation of the sale and purchase of the Notes and to the following additional conditions: 
 (a) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Hunton & Williams LLP, counsel for the Company, to the effect set forth in Exhibit C hereto. 
 (b) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Counsel for the Initial Purchasers, with respect to
the issuance and sale of the Notes and such other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such Counsel such documents as it may reasonably request for the purpose of enabling it to
pass upon such matters. In rendering such opinion, such Counsel may rely as to certain matters of Virginia law upon the opinion of Hunton & Williams LLP referred to in paragraph (a) above. 
 (c) The Initial Purchasers shall have received from both Deloitte & Touche LLP and Ernst & Young LLP letters dated,
respectively, the date hereof and the Closing Date, in form and substance satisfactory to the Initial Purchasers, containing statements and information of the type ordinarily included in accountants’ comfort letters to underwriters and other
placement agents with respect to the financial information included in and incorporated by reference into the Offering Memorandum. 
 (d) The Initial Purchasers shall have received a certificate, dated the Closing Date, of the Chief Financial Officer and the Treasurer of the Company to the effect that: 
 (i) the representations and warranties of the Company in this Agreement are true and correct as if made on and as of the Closing Date; the
General Disclosure Package and the Final Offering Memorandum, as amended or supplemented as of the Closing Date, does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and the Company has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date;
and 
  

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 (ii) subsequent to the date as of which information is given in the General Disclosure
Package and the Final Offering Memorandum, neither the Company nor its subsidiaries has sustained any material loss or interference with their respective businesses or properties from fire, flood, hurricane, accident or other calamity, whether or
not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and there has not been any Material Adverse Effect, or any development involving a prospective Material Adverse Effect, except in each case as described in
or contemplated by the General Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto). 
 (e) Subsequent to the date hereof, there shall not have been any decrease in the rating of any of the Company’s debt securities (including the Notes) by any “nationally recognized statistical rating
organization” (as defined for purposes of Rule 436(g) under the Securities Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the
possible change. 
 (f) The Company shall have been advised by the National Association of Securities Dealers, Inc. that the
Notes have been designated PORTAL-eligible securities in accordance with the rules and regulations of the NASD relating to trading in the PORTAL Market. 
 (g) The Notes shall be eligible for clearance and settlement through the Depositary. 
 (h) On
or before the Closing Date, the Initial Purchasers and Counsel for the Initial Purchasers shall have received such further certificates, documents or other information as they may have reasonably requested from the Company. 
 All opinions, certificates, letters and documents delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably
satisfactory in all material respects to the Initial Purchasers and Counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such opinions, certificates, letters and documents in such
quantities as the Initial Purchasers and Counsel for the Initial Purchasers shall reasonably request. 
 8. Indemnification and
Contribution. (a) The Company agrees to indemnify and hold harmless the Initial Purchasers and their affiliates and their respective directors, officers, employees, agents and each person, if any, who controls any Initial Purchaser within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each Initial Purchaser and each such person being a “Indemnified Party”) against any losses, claims, damages or liabilities, joint or
several, to which such Initial Purchaser or such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

 (i) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Offering Memorandum,
the General Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto, any Supplemental Offering Materials or any information provided by the Company or any subsidiary or parent thereof, directly or through any Initial
Purchaser, to any holder of the Notes or to any prospective purchaser of the Notes, or to any of their representatives, pursuant to Section 5(i) or any amendment or supplement thereto; or 
  

 20 








 (ii) the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. 
 and will reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action, whether or not such Indemnified Parties are a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Company; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Memorandum, the
General Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto, or any Supplemental Offering Materials in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers
specifically for use therein. 
 (b) The Initial Purchasers will, severally and not jointly, indemnify and hold harmless the
Company, its directors, its respective officers, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities
to which the Company, any such director or officer of the Company or any such controlling person of the Company may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Offering Memorandum, the General Disclosure Package, the Final Offering Memorandum or any amendment
or supplement thereto, any Supplemental Offering Materials or (ii) the omission or the alleged omission to state therein a material fact required to be stated in any Preliminary Offering Memorandum, the General Disclosure Package, the Final
Offering Memorandum or any amendment or supplement thereto, any Supplemental Offering Materials, necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Initial Purchasers specifically for use therein, and, subject to the limitation set
forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses reasonably incurred by the Company or any such director or officer or such controlling person in connection with investigating, defending against or
appearing as a third party witness in connection with any such loss, claim, damage, liability or any action in respect thereof. 
  

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 (c) Promptly after receipt by an indemnified party under this Section 8 of notice of
the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided under this Section 8. In
case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded, based on advice of outside counsel, that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or parties, provided further that such indemnifying party shall not be liable under this Section 8(c) to any indemnified party for the legal fees of more than one
counsel for all indemnified parties in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction, which counsel shall be designated in writing by Wachovia Capital Markets, LLC. After notice
from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified
party under this Section 8 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have
employed separate counsel in accordance with the next preceding sentence or (ii) the indemnifying party does not promptly retain counsel satisfactory to the indemnified party or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party. After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such
action effected by such indemnified party without the consent of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder, unless such settlement, compromise or consent includes an unconditional release of such indemnified party and such controlling
persons from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party. 
  

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 (d) In circumstances in which the indemnity agreement provided for in the preceding
paragraphs of this Section 8 is unavailable or insufficient, for any reason, to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to
provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to
reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is
not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged
statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations; provided, however, that in no case shall any Initial
Purchaser be responsible for any amount in excess of the purchase discount or commission applicable to the Notes purchased by such Initial Purchaser hereunder. The relative benefits received by the Company on the one hand and the Initial Purchasers
on the other shall be deemed to be in the same proportion as the total proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Initial Purchasers. The
relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by
the Company or the Initial Purchasers, the parties’ intents, relative knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances.
The Company and the Initial Purchasers agree that it would not be equitable if the amount of such contribution were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to above in this paragraph (d). Notwithstanding any other provision of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each director of the Company, each officer of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company. 
 (e) In
the event that any Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or any of its affiliates in which such Indemnified Party is not named as a defendant, the Company
agrees to reimburse such Indemnified Party for all reasonable expenses incurred in connection with such Indemnified Party’s appearing and preparing to appear as a witness, including, without limitation, the fees and disbursements of its legal
counsel, and to compensate the Initial Purchasers in an amount to be mutually agreed upon. 
  

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 (f) The obligations of the Company under this Section 8 shall be in addition to any
obligations or liabilities that the Company may otherwise have and the obligations of the respective Initial Purchasers under this Section 8 shall be in addition to any obligations or liabilities which the Initial Purchasers may otherwise have.

 9. Survival. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company,
its officers, and the Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of
the Company, any of its officers or directors, the Initial Purchasers or any controlling person referred to in Section 8 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other
statements set forth in Sections 6 and 8 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement. 
 10. Termination. (a) This Agreement may be terminated with respect to the Notes in the sole discretion of the Initial Purchasers by notice to the Company given prior to the Closing Date in the event that
the Company shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Closing Date: 
 (i) the Company or any of its subsidiaries shall have, in the sole judgment of the Initial Purchasers, sustained any material loss or
material interference with their respective businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding or there shall have
been any Material Adverse Effect, or any development involving a prospective Material Adverse Effect, except in each case as described in or contemplated by the General Disclosure Package or the Final Offering Memorandum (exclusive of any amendment
or supplement thereto); 
 (ii) trading in the Company’s common stock shall have been suspended by the Commission or
trading in securities generally on the New York Stock Exchange shall have been suspended or minimum or maximum prices shall have been established on such exchange; 
 (iii) a banking moratorium shall have been declared by New York or United States authorities; or 
 (iv) there shall have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, (B) an
outbreak or escalation of any other insurrection or armed conflict involving the United States or (C) any other calamity or crisis or material adverse change in general economic, political or financial conditions having an effect on the U.S.
financial markets that, in the sole judgment of the Initial Purchasers, makes it impractical or inadvisable to proceed with the offer, sale and delivery of the Notes as contemplated by the General Disclosure Package or the Final Offering Memorandum,
as amended as of the date hereof. 
  

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 (b) Termination of this Agreement pursuant to this Section 10 shall be without
liability of any party to any other party except as provided in Section 6 and 8 hereof. 
 11. Defaulting Initial Purchasers. If,
on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes of the relevant series that such defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes of such series set opposite the name of each
non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes of such series set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that
the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes of such series on the Closing Date if the total amount of Notes of such series which the defaulting Initial Purchaser or Initial Purchasers agreed but failed
to purchase on such date exceeds 10% of the total amount of Notes of such series to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes of such series that it
agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right but
not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the
Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein.

 Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages
caused by its default. In the event of such default, the Company or any non-defaulting Initial Purchaser may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other
document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary. 
 12. Information Supplied by Initial Purchasers. The statements set forth in the
2nd, 3rd and 4th sentences of the 4th paragraph and the 2nd,
3rd and 4th sentences of the 7th paragraph under the heading “Plan of
Distribution” in the General Disclosure Package and the Final Offering Memorandum (to the extent such statements relate to the Initial Purchasers) constitute the only information furnished by the Initial Purchasers to the Company for the
purposes of Sections 2(a) and 8 hereof. The Initial Purchasers confirm that such statements (to such extent) are correct. 
 13. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the offering price of the Notes and any related discounts and
commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such
transaction, each of the Initial Purchasers is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) the Initial Purchasers have not assumed
or will not 

  

 25 








 
assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto
(irrespective of whether such Initial Purchaser has advised or is currently advising the Company on other matters) and the Initial Purchasers have no obligation to the Company with respect to the offering contemplated hereby except the obligations
expressly set forth in this Agreement, (d) the Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, and (e) the Initial
Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

 14. Notices. All communications hereunder shall be in writing and, if sent to the Initial Purchasers, shall be delivered or sent by
mail, telex or facsimile transmission and confirmed in writing to Wachovia Capital Markets, LLC, One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288-0604 Attention: High Yield Capital Markets, with a copy to
Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, Attention: Bruce Czachor, Esq., and if sent to the Company, shall be delivered or sent by mail, telex or facsimile transmission and confirmed in writing to the Company
at Alliance Once International, Inc., 8001 Aerial Center Parkway, Morrisville, NC 27560 Attention: Chief Financial Officer with a copy to Hunton & Williams LLP, 951 East Byrd Street, Richmond, VA 23219 Attention: James S. Seevers, Jr., Esq.

 15. Successors. This Agreement shall inure to the benefit of and shall be binding upon the Initial Purchasers and the Company and
their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this
Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person except that (i) the
indemnities of the Company contained in Section 8 of this Agreement shall also be for the benefit of any person or persons who control any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act and (ii) the indemnities of the Initial Purchasers contained in Section 8 of this Agreement shall also be for the benefit of the directors of the Company, the officers of the Company and any person or persons who control the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. No purchaser of Notes from the Initial Purchasers shall be deemed a successor because of such purchase. 
 16. GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 17. Consent to Jurisdiction, Service of Process and Waiver of Trial by
Jury. (a) All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, which jurisdiction is non-exclusive. 
  

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 (b) Each Party agrees that any service of process or other legal summons in connection
with any proceeding may be served on it by mailing a copy thereof by registered mail, or a form of mail substantially equivalent thereto, postage prepaid, addressed to the served party at its address as provided for in Section 13 hereof.
Nothing in this section shall affect the right of the parties to serve process in any other manner permitted by law. 
 (c)
EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  

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 If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the
space provided below for that purpose, whereupon this letter shall constitute an agreement binding the Company and the Initial Purchasers. 
  

					
	Very truly yours,
	
	Alliance One International, Inc.
		
	By:	 	  
		 	Name:	 	James A. Cooley
		 	Title:	 	Executive Vice President and Chief Financial Officer
		
	By:	 	  
		 	Name:	 	Brian J. Harker
		 	Title:	 	Chairman of the Board










			
	 The foregoing Agreement is hereby
 confirmed
and accepted as of the
 date first above written.

	
	WACHOVIA CAPITAL MARKETS, LLC
		
	By	 	  

		 	Name:
		 	Title:









			
	DEUTSCHE BANK SECURITIES INC.
		
	By	 	  
		 	Name:
		 	Title:
		
	By	 	  
		 	Name:
		 	Title:









			
	ING BANK N.V., LONDON BRANCH
		
	By	 	  

		 	Name:
		 	Title:
		
	By	 	  

		 	Name:
		 	Title: