connection with its purchase of tobacco and the
form and substance of such financing arrangements (and the documentation related
thereto) shall be reasonably satisfactory to the Administrative Agent."
and (v) inserting the following new sentence immediately at the end thereof:
"Notwithstanding the foregoing, each of the Credit Parties will not, nor will it
permit any Subsidiary to, directly or indirectly, make any Investment in WLT
other than as provided in Section 6.5(p) above and, in respect of Section
6.3(i), Section 6.5(g) above."
21.
Section 6.14 of the Credit Agreement is hereby amended by inserting the text
"less the maximum amount that may be payable under the unsecured Guaranty
Obligations of the Company permitted under Section 6.3(i)" immediately after the
text "at the end of any fiscal quarter thereafter" appearing therein.
22.
Each of Schedule 2.1(b)(i) (Form of Notice of Borrowing) and Schedule 2.3(b)
(Form of Letter of Credit Request) to the Credit Agreement are hereby amended by
deleting the text "$150,000,000" appearing in each such Schedule and inserting
the text "$100,000,000" in lieu thereof.
- 51 -
SCHEDULE 1.1
[See Attached]
- 52 -
Schedule 1.1
Revolving Commitments
Lender
Existing Revolving
Commitment
Extended Revolving Commitment
AGFirst Farm Credit Bank
$22,800,000
$22,800,000
Badgerland Financial, FLCA
$12,000,000
$12,000,000
BNP Paribas
$32,200,000
$32,200,000
Credit Suisse, Cayman Islands Branch
$35,000,000
$35,000,000
Deutsche Bank Trust Company Americas
$35,000,000
$35,000,000
Goldman Sachs Bank USA
$100,000
$100,000
ING Bank N.V.
$50,000,000
$50,000,000
Natixis
$44,900,000
$44,900,000
Cooperatieve Central Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New
York Branch
$38,000,000
$38,000,000
Standard Chartered Bank
$20,000,000
$20,000,000
TOTAL:
$290,000,000
$290,000,000
- 53 -
SCHEDULE 9.6
[See Attached]
- 54 -
Schedule 9.6
[FORM OF]
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][and][the Assignees] hereunder are several and not joint.] 1
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, restated,
supplemented and/or otherwise modified from time to time, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as