First Supplemental Indenture



 Exhibit 4.2 
  
 EXECUTION COPY 
  
 DIMON INCORPORATED 
  
 AND 
  
 SUNTRUST BANK 
 as TRUSTEE 
  
 7 3/4 % SENIOR NOTES DUE 2013 
  
 FIRST SUPPLEMENTAL INDENTURE 
  
 Dated as of November 1, 2004 
  
 Supplementing the Indenture 
 dated May 30, 2003 







 FIRST SUPPLEMENTAL INDENTURE 
  
 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 1, 2004, among DIMON
Incorporated, a Virginia corporation (the “Company”), and SunTrust Bank (the “Trustee”). 
  
 WHEREAS, the Company, has heretofore executed and delivered to the Trustee an Indenture dated as of May 30, 2003 (the “Indenture”), providing
for the issuance of 73⁄4 % Senior Notes due 2013; 
  
 WHEREAS,
Section 9.2 of the Indenture provides that the Company and the Trustee may waive any Default or Event of Default and amend the Indenture with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes;

  
 WHEREAS, the Company desires to effect a waiver of an Event of
Default under the Indenture as set forth in Section 2 hereof; 
  
 WHEREAS, the Company desires to amend the Indenture, as set forth in Section 3 hereof; 
  
 WHEREAS, the Holders of at least a majority in aggregate principal amount of the Notes outstanding have consented to the waiver and amendment effected by
this Supplemental Indenture; and 
  
 WHEREAS, this Supplemental
Indenture has been duly authorized by all necessary corporate action on the part of the Company. 
  
 NOW, THEREFORE, the Company and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Notes as follows: 
  
 1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture. 
  
 2. Waiver. The Holders hereby waive the following Defaults and Events of Default: 
  
 (a) The following Restricted Payments (the “Waived Restricted Payments”), which were made in violation of Section 3.12 of the Indenture:

  

						
	 Date of Payment

	  	Approx.
Amount

	  	 Description of Payment


	 December 12, 2003
	  	$	3,382,835	  	Common stock dividend
	 September 24, 2004
	  	$	3,385,597	  	Common stock dividend
	 June 24, 2004
	  	$	3,387,147	  	Common stock dividend
	 March 26, 2004
	  	$	3,384,897	  	Common stock dividend
	Various dates between December 18, 2003 and September 29, 2004	  	$	8,690,750	  	Multiple advances to, and guarantees of debt of, Green Natural Fibers, LLC, a majority-owned subsidiary

  
 (b) Any Defaults or
Events of Default arising due to defaults resulting in acceleration of amounts due under other Indebtedness of the Company caused by or relating to the Waived Restricted Payments. 







 (c) Any other Defaults or Events of Default arising from or relating to the Waived Restricted Payments,
including any failure to provide notice of such Defaults or Events of Default to the Trustee as provided by the Indenture. 
  
 3. Amendment to Section 3.12. The “Limitation on Restricted Payments” covenant contained in Section 3.12 of the Indenture is hereby
amended by adding the following clause (e) after the existing clause (d) thereof: 
  
 (e) Clause (a) of this Section 3.12, however, will not prohibit (i) the declaration and the payment of any cash dividend to holders of the Company’s common stock, without par value (the “Common Stock”),
if such dividend payment and all dividend payments paid to holders of Common Stock in any single fiscal quarter ending on or prior to June 30, 2005 do not exceed $3.525 million, or (ii) Investments in any Subsidiary made after the date hereof and
prior to December 31, 2005 in an aggregate amount not to exceed $2 million. 
  
 4. Effectiveness. This Supplemental Indenture shall become effective only upon the satisfaction of the conditions described in that certain Consent Solicitation Statement dated October 11, 2004 related to the
Consent Solicitation (as defined therein), as supplemented by that certain Supplemental Consent Solicitation Statement dated October 27, 2004. 
  
 5. New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN THIS SUPPLEMENTAL INDENTURE. 
  
 6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
  
 7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
  
 8. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity, legality or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above written. 
  

			
	DIMON INCORPORATED
		
	By:	 	 /s/ Brian J. Harker


	Name:	 	Brian J. Harker
	Title:	 	Chairman and Chief Executive Officer
		
	By:	 	 /s/ James A. Cooley


	Name:	 	James A. Cooley
	Title:	 	Senior Vice President-Chief Financial Officer
	
	SUNTRUST BANK
		
	By:	 	 /s/ Nancy C. Harrison


	Name:	 	Nancy C. Harrison
	Title:	 	Vice President