EXHIBIT 10.16


	EXHIBIT 10.16


	 
	EXECUTION COPY


	 


	SECOND AMENDMENT TO CREDIT AGREEMENT


	AND WAIVER


	 


	          THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER, dated as of June 9, 2004 (this “Amendment”), is by and among DIMON INCORPORATED, a Virginia corporation (the “Borrower”), each of the Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto (the “Guarantors”), the several banks and other financial institutions identified on the signature pages hereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent’).


	 


	WITNESSETH:


	 


	          WHEREAS, pursuant to a Credit Agreement dated as of October 27, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Guarantors identified therein, the Lenders and the Administrative Agent, the Lenders have extended commitments to make certain credit facilities available to the Borrower;


	 


	          WHEREAS, the Borrower has requested that the Credit Agreement be amended as described herein;


	 


	          WHEREAS, the Borrower has requested that the Lenders waive the Borrower’s compliance with Section 5.9(c) of the Credit Agreement for the fiscal quarter of the Company ended on March 31, 2004;


	 


	          WHEREAS, the Lenders are willing to make such amendments to the Credit Agreement and to grant such waivers, subject to the terms and conditions hereof;


	 


	          NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereby agree as follows:


	 


	PART I


	DEFINITIONS


	 


	          SUBPART 1.1  Certain Definitions.  Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:


	 


	“Amendment Effective Date” is defined in Subpart 4.1.


	 







	 


	          SUBPART 1.2.  Other Definitions.  Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Credit Agreement (as amended hereby).


	 


	PART II


	AMENDMENT TO CREDIT AGREEMENT


	 


	          Effective on (and subject to the occurrence of) the Amendment Effective Date, the Credit Agreement is hereby amended in accordance with this Part II.


	 


	          SUBPART 2.1  Amendments to Section 5.9(c).  Section 5.9(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


	 


	               (c )  Consolidated Fixed Charge Coverage Ratio.  Maintain at all times a

          Consolidated Fixed Charge Coverage Ratio of not less than the following:


	 


	 	Period

	Ratio

	 
	 

	 	 	 
	                       

	Closing Date through and including 

	1.10 to 1.00

	          


	                       

	December 31, 2003

	 	          


	                       

	 	 	          


	                       

	January 1, 2004 through and 

	0.75 to 1.00

	          


	                       

	including September 29, 2004

	 	          


	                       

	 	 	          


	                       

	September 30, 2004 through and

	0.90 to 1.00

	          


	                       

	Including December 30, 2004

	 	          


	                       

	 	 	          


	                       

	December 31, 2004 through and

	1.05 to 1.00

	          


	                       

	Including March 30, 2005

	 	          


	                       

	 	 	          


	                       

	March 31, 2005 and thereafter

	1.25 to 1.00

	          


	 


	          SUBPART 2.2  Amendments to Section 6.1 (b).  Clause (iii) in Section 6.1(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


	 


	          (iii) additional Indebtedness, including Indebtedness arising under any Guaranty Obligations permitted by Section 6.3(i)-(iii), which in the aggregate does not exceed (A) $60,000,000 for Domestic Subsidiaries, and (B) (I) from the Closing Date through March 31, 2005, $420,000,000 and (II) thereafter, $600,000,000, for Foreign Subsidiaries;


	 


	 


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	PART III


	WAIVER


	 


	          SUBPART 3.1  Waiver of Section 5.9(c).  Notwithstanding the provisions of the Credit Agreement to the contrary, the Lenders hereby waive, on a limited, one-time basis, (a) the requirements of Section 5.9(c) of the Credit Agreement and (b) the Events of Default under the Credit Agreement arising from the Company’s failure to comply with Section 5.9(c) of the Credit Agreement, in each case, on or prior to the date hereof.


	 


	PART IV


	CONDITIONS TO EFFECTIVENESS


	 


	          SUBPART 4.1  Amendment Effective Date.  This Amendment shall be and become effective as of the date hereof (the “Amendment Effective Date”) when all of the conditions set forth in this Subpart 4.1 shall have been satisfied.


	 


	                    SUBPART 4.1.1.  Execution of Counterparts of Amendments.  The 

               Administrative Agent shall have received counterparts of this Amendment, 

               which collectively shall have been duly executed on behalf of the Borrower and 

               the Required Lenders.


	 


	                    SUBPART 4.1.2.  Amendment Fee.  The Borrower shall have paid or caused 

               to be paid an amendment fee to the Administrative Agent in connection with 

               this Amendment for the account of each Lender that shall have returned 

               executed signature pages to this Amendment no later than 5:00 p.m. on 

               Wednesday, June 9, 2004, as directed by the Administrative Agent, in an 

               aggregate amount equal to 0.25% multiplied by the aggregate Commitment of 

               such Lenders in effect as of the date hereof on a pro rata basis according to such 

               Lender’s aggregate Commitment as of the date hereof.


	 


	                   SUBPART 4.1.3.  Other Documents.  The Administrative Agent shall have 

               received such other documentation as the Administrative Agent may reasonably 

               request in connection with the foregoing, all in form reasonably satisfactory to 

               the Administrative Agent.


	 


	PART V


	REPRESENTATIONS AND WARRANTIES


	 


	          SUBPART 5.1.  The Borrower hereby represents and warrants that (i) the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date (except for those which by their terms expressly relate to an earlier date) and 


	 


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	after giving effect to the transactions contemplated herein, (ii) no Default or Event of Default has occurred and is continuing on and as of the date hereof and after giving effect to the transactions contemplated herein, (iii) it has the corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Amendment, and (iv) it has duly executed and delivered this Amendment, and the Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally or by general principles of equity.


	 


	PART VI


	MISCELLANEOUS


	 


	          SUBPART 6.1.  Cross-References.  References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.


	 


	          SUBPART 6.2.  Instrument Pursuant to Credit Agreement.  This Amendment is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement.


	 


	          SUBPART 6.3.  References in Other Credit Documents.  At such time as this Amendment shall become effective pursuant to the terms of Subpart 4.1, all references in the Credit Documents to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.


	 


	          SUBPART 6.4.  Survival.  Except as expressly modified and amended in this Amendment, all of the terms and provisions and conditions of each of the Credit Documents shall remain unchanged.


	 


	          SUBPART 6.5.  Counterparts.  This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.


	 


	          SUBPART 6.6.  Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.


	 


	          SUBPART 6.7.  Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


	 


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	          Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.


	 







	
      BORROWER:

    	
      DIMON
        INCORPORATED

    	 
	
       

    	 	 
	 	
      By:
         /s/ James A. Cooley                                         

    	 
	 	
      Name:
         James A. Cooley                                         

    	 
	 	
      Title:
         Sr. Vice President – Chief Financial Officer

    	 
	
       

    	 	 
	
       

    	 	 
	 	
      By:
         /s/ Ritchie L. Bond                                          

    	 
	 	
      Name:
         Ritchie L. Bond                                          

    	 
	 	
      Title:
         Sr. Vice President and Treasurer                  

    	 
	
       

    	 	 
	
      GUARANTORS:

    	
      [NONE]

    	 
	 	 	 
	 	 	 
	 	
      S-1

    	 
	 	 	 





	
       

    	 
	
      ADMINISTRATIVE

      AGENT
        AND LENDERS:

    	
      WACHOVIA
        BANK, NATIONAL ASSOCIATAION, as 

      Administrative
        Agent and as a Lender

    
	
       

    	 
	
       

    	 
	 	
      By:
         /s/ T.L. James                        

    
	 	
      Name:
         T.L. James                        

    
	 	
      Title:
         Managing Director             

    
	
       

    	 
	 	 
	 	 
	 	
      S-2

    
	 	 





	
       

    	 
	 	
      ING
        BANK N.V., London Branch,

      as
        a Lender

    
	
       

    	 
	
       

    	 
	 	
      By:
         /s/ A.J. Houlding            

    
	 	
      Name:
         A.J. Houlding            

    
	 	
      Title:
         Managing Director      

    
	
       

    	 
	
       

    	 
	 	
      By:
         /s/ Peter Mitchell           

    
	 	
      Names:
         Peter Mitchell         

    
	 	
      Title:
         Vice President            

    
	 	 
	 	 
	 	
      S-3

    
	 	 





	
       

    	 
	 	
      DEUTSCHE
        BANK LUXEMBOURG S.A.,

      as
        a Lender

    
	
       

    	 
	
       

    	 
	 	
      By:                                                            

    
	 	
      Name:                                                       

    
	 	
      Title:                                                         

    
	
       

    	 
	
       

    	 
	 	
      By:                                                            

    
	 	
      Name:                                                       

    
	 	
      Title:                                                         

    
	
       

    	 
	 	 
	 	
      S-4

    
	 	 





	
       

    	 
	 	
      FORTIS
        CAPITAL CORP.,

      as
        a Lender

    
	
       

    	 
	
       

    	 
	 	
      By:
         /s/ Cristina E. Roberts     /s/ Edward
        F. Aldrich

    
	 	
      Name:
         Cristina E. Roberts         Edward
        F. Aldrich

    
	 	
      Title:
         Managing Director           Director                

    
	
       

    	 
	
       

    	 
	 	
      S-5

    
	 	 





	
       

    	 
	 	
      NATEXIS
        BANQUES POPULAIRES,

      as
        a Lender

    
	
       

    	 
	
       

    	 
	 	
      By:
         /s/ Stephen A. Jendras                 

    
	 	
      Name:
         Stephen A. Jendras                 

    
	 	
      Title:
         Vice President                          

    
	
       

    	 
	
       

    	 
	 	
      By:
         /s/ Guillaume de Parscau              

    
	 	
      Name:
         Guillaume de Parscau              

    
	 	
      Title:
         First Vice President & Manager

    
	 	
                Commodities
        Finance Group     

    
	 	 
	 	 
	 	
      S-6

    
	 	 





	
       

    	 
	 	
      AGFIRST
        FARM CREDIT BANK,

      as
        a Lender

    
	
       

    	 
	
       

    	 
	 	
      By:
         /s/ John W. Burnside Jr.     

    
	 	
      Name:
         John W. Burnside Jr.     

    
	 	
      Title:
         Vice President                 

    
	 	 
	 	 
	 	
      S-7

    
	 	 





	
       

    	 
	 	
      AGSTAR
        FINANCIAL SERVICES, PCA,

      as
        a Lender

    
	
       

    	 
	
       

    	 
	 	
      By:
         /s/ Donald G. Lindeman               

    
	 	
      Name:
         Donald G. Lindeman               

    
	 	
      Title:
         Vice President, Capital Markets

    
	 	 
	 	 
	 	
      S-8