SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this “ Second Amendment
”), dated as of June 9, 2010, by and among ALLIANCE ONE INTERNATIONAL, INC. , a
Virginia corporation (the “ Company ”), INTABEX NETHERLANDS B.V. , a company formed
under the laws of The Netherlands and a Subsidiary of the Company (the “ Dutch Borrower ”; together
with the Company, collectively the “ Borrowers ,” and individually, a “ Borrower ”), ALLIANCE
ONE INTERNATIONAL AG , a Swiss corporation (“ Alliance AG ”), the Lenders (as defined
below) party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS , as
administrative agent (together with any successor administrative agent, the “ Administrative Agent ”).
Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrowers, Alliance AG, the lenders party thereto (the “ Lenders ”),
the Administrative Agent and others are parties to a Credit Agreement dated as of July 2, 2009, (as
amended by that certain First Amendment to Credit Agreement dated as of August 24, 2009, the “
Credit Agreement ”);
WHEREAS, the Company has requested that the Lenders approve certain amendments
to the Credit Agreement, in each case as herein provided; and
WHEREAS, the Lenders party hereto have consented to amend certain provisions of
the Credit Agreement on the terms and conditions contained herein.
NOW, THEREFORE, it is agreed:
Amendments to the Credit Agreement .
The definition of “Consolidated Net Income” appearing in Section 1.1 of the
Credit Agreement is hereby amended by adding the text “, plus (iii) if the respective period for which
Consolidated Net Income is being determined includes the fiscal quarter ended March 31, 2010, any
FCPA Settlement Expenses incurred in such fiscal quarter so long as not in excess of $19,450,000.”
immediately after the text “the Transaction Costs” appearing in cl