Sixth Supplemental Agreement to Master Facilities Agreement among Trans-Continental Leaf Tobacco Corporation Limited, Standard Commercial Tobacco Company (UK) Limited, Standard Commercial Tobacco Co., Inc., Standard Commercial Corporation, and Various Banks

Summary

This agreement, dated June 7, 2001, amends the existing Master Facilities Agreement between several tobacco companies, Standard Commercial Corporation (as guarantor), and a group of banks. It updates the list of participating banks, reduces the total available credit facilities to $230 million, and adds new companies as obligors, subject to certain conditions. The agreement also outlines the retirement of some banks, the addition of Centura Bank, and requires new guaranty and security agreements from the new obligors. Key obligations and amendments take effect once specific conditions are met.

EX-4.I 3 dex4i.txt EXHIBIT 4(I) SIXTH SUPPLEMENTAL AGREEMENT Exhibit 4(i) CONFORMED COPY Dated 7 June 2001 - -------------------------------------------------------------------------------- Trans-Continental Leaf Tobacco Corporation Limited, Standard Commercial Tobacco Company (UK) Limited and Standard Commercial Tobacco Co., Inc. (1) (as Borrowers) Standard Commercial Corporation (as Guarantor) (2) Standard Commercial Tobacco Processors, LLC, Standard Commercial Tobacco Threshing, LLC and Standard Commercial Tobacco Operations, LLC (3) (as New Obligors) The Steering Committee (4) Deutsche Bank A.G. in Hamburg (as Lead Bank) (5) Fortis Bank (Nederland) N.V. (6) (as International Security Agent) First Union National Bank (7) (as US Security Agent) The Remaining Banks (8) - and - The Outgoing Banks (9) - -------------------------------------------------------------------------------- SIXTH SUPPLEMENTAL AGREEMENT TO THE MASTER FACILITIES AGREEMENT - -------------------------------------------------------------------------------- Lovells A6/KB/790397 CONFORMED COPY This Agreement is made on 7 June 2001 Between: (1) The Companies Listed in Schedule 1 (the "Borrowers"); (2) Standard Commercial Corporation (Federal Tax Identification Number 13/1337610) whose registered office is at 2201 Miller Road, PO Box 450, Wilson NC ###-###-####, USA ("SCC"); (3) Standard Commercial Tobacco Processors, LLC, Standard Commercial Tobacco Threshing, LLC and Standard Commercial Tobacco Operations, LLC (the "New Obligors"); (4) Deutsche Bank A.G. in Hamburg, Fortis Bank (Nederland) N.V., First Union National Bank, Norddeutsche Landesbank Girozentrale and Westdeutsche Landesbank Girozentrale (the "Steering Committee"); (5) Deutsche Bank A.G. in Hamburg (the "Lead Bank"); (6) Fortis Bank (Nederland) N.V. (the "International Security Agent"); (7) First Union National Bank (the "US Security Agent"); (8) The Banks Listed in Schedule 2 (the "Remaining Banks"); and (9) Rabobank International, London Branch and Sun Trust Bank (together, the "Outgoing Banks" and each is an "Outgoing Bank"). Whereas: (A) On 5 May, 1995, certain of the parties entered into the MFA (as defined below). (B) The MFA was amended and supplemented by a first supplemental agreement dated 1 February 1996, a second supplemental agreement dated 16 July 1996, a third supplemental agreement dated 31 July 1997, a fourth supplemental agreement dated 19 May 1999 and a fifth supplemental agreement dated 15 May 2000. (C) Following a transfer of assets from MeesPierson Rotterdam NV to Fortis Bank (Nederland) NV, Fortis Bank (Nederland) N.V. has replaced MeesPierson NV as International Security Agent, as a Bank and as part of the Steering Committee. (D) Following a merger between Crestar Bank, Inc. and Sun Trust, Sun Trust is now the provider of the facility previously made available by Crestar Bank, Inc. (E) The parties now wish to amend and supplement the MFA as set out in this Agreement. It is Agreed: -2- CONFORMED COPY 1. Definitions 1.1 Save as expressly provided in this Agreement, expressions defined in the MFA shall bear the same meanings in this Agreement and principles of interpretation applicable to the MFA shall also apply to this Agreement. 1.2 In this Agreement the following expressions shall have the following respective meanings: "Effective Date" for the purposes only of this Agreement, 9 April 2001 or, if later, the first date on which the Lead Bank shall have received the documents and payments referred to in clause 3 below, satisfactory in form and substance to the Lead Bank and on which the Lead Bank is satisfied with the matters referred to in clause 3 of this Agreement; "Guaranty Agreement" means the Guaranty Agreement to be entered into between the New Obligors (as defined in clause 2.5) and the US Security Agent in form and substance satisfactory to the US Security Agent; "MFA" means the Master Facilities Agreement dated 5th May 1995 as amended by a first Supplemental Agreement dated 1 February 1996, by a Second Supplemental Agreement dated 16 July 1996, a Third Supplemental Agreement dated 31 July 1997, a Fourth Supplemental Agreement dated 19 May 1999 and a fifth supplemental agreement dated 15 May 2000 and otherwise as amended, varied, supplemented and in force immediately prior to the Effective Date; "Security Agreement" means the security agreement to be entered into between the New Obligors (as defined in clause 2.5) and the US Security Agent in form and substance satisfactory to the US Security Agent 1.3 Unless otherwise specified, any reference in this Agreement to a Clause or a Schedule is to a Clause or a Schedule of the MFA. 2. Amendment 2.1 Retirement of Banks It was noted that with effect from the Effective Date, the Outgoing Banks will cease to be Banks and their respective Commitments will be reduced to zero. 2.2 Centura Bank It was noted that with effect from the Effective Date, Centura Bank will become (and is hereby designated by the Lead Bank (acting with Majority Bank approval) and SCTC, Inc. as) a Bank with the Commitment set opposite its name in Schedule II to the MFA and Schedules II and IV to the MFA shall be amended accordingly. Each of the facility letters from time to time entered into by Centura Bank in connection with the facilities pursuant to which Centura Bank makes available its Commitment (in each case as amended and supplemented from time to time in accordance with the MFA) is hereby designated by the Lead Bank (acting with Majority Bank approval) and SCC as a Facility Letter under the MFA for all purposes and each such facility is designated as a "Facility" under the MFA for all purposes by the Lead Bank (acting with Majority Bank approval) and SCTC Inc. 2.3 Decrease in Facilities With effect from the Effective Date, the aggregate amount of the Facilities will be reduced to $230,000,000. -3- CONFORMED COPY 2.4 Arrangement Fee The Borrowers shall, on the Effective Date, pay to the Lead Bank for the Banks, a fee equal to 0.125 per cent. of the aggregate of the Commitment of the Banks on that Date. 2.4 New Obligors Each of the Banks hereby consents to the transfer of part of the business and assets of SCTC Inc. to Standard Commercial Tobacco Processors, LLC, Standard Commercial Tobacco Threshing LLC and Standard Commercial Tobacco Operations, LLC (the "New Obligors") on the terms set out in a letter dated 13 December 2000 from SCC addressed to the Lead Bank and the US Security Agent with effect from the Effective Date provided that the New Obligors shall each have entered into a Guaranty Agreement and a Security Agreement satisfactory in form and substance to the US Security Agent. With effect from the Effective Date each of the New Obligors is designated as an Obligor and as a Tobacco Group Company. The Lead Bank is hereby authorised to designate the New Obligors as Eligible Tobacco Group Companies once it is satisfied that the pre-conditions to that designation set out in the definition of Eligible Tobacco Group Companies have been satisfied. 2.5 New Obligors Appointment (a) Each of the New Obligors hereby irrevocably authorises and instructs each of SCTC and SCC to give any representations, covenants or undertakings expressed in the MFA to be given by SCTC and/or SCC on behalf of any Obligor and further irrevocably agrees and authorises each of SCTC and SCC to give any consents, notices or authorisations expressed in the MFA to be given by SCTC and/or SCC on behalf of any Obligor. (b) Each of the New Obligors hereby irrevocably authorises SCTC Inc. in the terms set out in clause 37.1 of the MFA. (c) With effect from the date of this Agreement, each of the New Obligors hereby designates, appoints and empowers Standard Commercial Tobacco Services (UK) Limited as its agent for service of process in the terms of clause 40.1(b) (Governing Law and Jurisdiction) of the MFA. 2.6 Amendments to MFA With effect from the Effective Date, the MFA shall be amended and supplemented and shall take effect in the form set out in the Appendix to this document. For ease of reference, changes have been made to the following clauses: The list of parties on the front page and on page 1 of the Agreement. Definition of "Final Repayment Date". Definition of "International Security Agent". Definition of "LLC Obligors". Definition of "Margin". Definition of "Steering Committee". Clause 14.5(c), (d) and (e). -4- CONFORMED COPY Clause 14.7(a), (b) and (c). Clause 14.11(c). Clause 16.1(a). Clause 18.1. Schedule II. Schedule III. Schedule IV. Schedule V. Schedule VII (to be updated with a new Group Structure Chart, provided by SCC). Schedule IX. Schedule XV. 3. Conditions Precedent 3.1 (a) Agreement: this Agreement duly signed on behalf of each of the parties. (b) Company Documents (i) Certificate of Authorisation: in relation to the Borrowers and SCC, a certificate signed by a duly authorised director to the effect that the requisite resolution of its board of directors has been duly and properly passed:- (1) authorising its execution, delivery and performance of this Agreement; and (2) authorising a named person or persons specified in such certificate and whose specimen signatures appear there to sign this Agreement and any amendments and renewals thereof and to give any notices or certificates required in connection with such documents, and confirming that such resolutions are still in effect and have not been varied or rescinded and also confirming that there have been no changes to the constitutional documents of the Borrowers and SCC since the copies previously provided to the Lead Bank under the MFA; (ii) Authorising Board Resolutions: a certified copy of the resolutions of the board of directors referred to in paragraph (b)(i) above or an original Resolution by Circular Letter of TCLTC in the agreed terms unless local legal counsel to the Lead Bank and the Security Agents advises that this is not necessary; (iii) Certificate of Authorisation of other Obligors: in relation to each -5- CONFORMED COPY Obligor other than SCTC Inc, SCTC (UK), TCLTC, and SCC and the New Obligors, a certificate of one of its directors to the effect that the requisite resolution of its board of directors has been duly and properly passed approving this Agreement and confirming that such resolutions are still in effect and have not been varied or rescinded or a certificate in such other form as local legal counsel to the Lead Bank and the Security Agents consider to be satisfactory and also confirming that there have been no changes to the constitutional documents of the Obligors since the copies previously provided to the Lead Bank under the MFA; (iv) Other Obligors' Authorising Board Resolutions: a certified copy of the resolutions of the board of directors of each of the other Obligors referred to in paragraph (b)(iii) above; (v) New Obligors Authorising Board Resolutions: in relation to each of the New Obligors, a certified copy of the resolutions of its board of directors approving this Agreement, the Guaranty Agreement and the Security Agreement to be entered into by it and otherwise in such form as local legal counsel to the US Security Agent consider to be satisfactory; (vi) Certificate of Authorisation of New Obligors: in relation to each New Obligor, a certificate of one of its directors to the effect that the requisite resolution of its board of directors has been duly and properly passed approving this Agreement, the Guaranty Agreement and the Security Agreement and confirming that such resolutions are still in effect and have not been varied or rescinded or a certificate in such other form as local legal counsel to the Lead Bank and the Security Agents consider to be satisfactory; (vii) Constitutional Documents: certified copies of the constitutional documents of each of the New Obligors; (viii) Security Agreements: the Guaranty Agreement and Security Agreement duly executed on behalf of each of the New Obligors, together with such UCC filing statements and other ancillary documents as local legal counsel to the Security Agent may require; and (ix) Legal Opinion: a legal opinion of North Carolina counsel relating to the New Obligors; (b) Directors' Certificates: a certificate (signed in each case by a duly authorised director) of each of SCTC Inc. SCTC (UK) and TCLTC and SCC and dated as of the Effective Date that, after making diligent enquiry, the directors are not aware that any Event of Default or Potential Event of Default under the MFA has occurred and is Continuing; (c) Bank Mandates: such bank mandates, specimen signatures and similar documentation as Centura Bank may require in order to enable each of the Facilities made available by it to be utilised by each of the Borrowers, duly signed on behalf of the relevant Borrower(s); (d) Exiting Banks: a letter from each of Sun Trust and Rabobank International addressed to the Lead Bank, confirming that no party to the MFA or any Finance Document or Security Document has any further liabilities (actual or contingent) to it in connection with the MFA and/or any Finance Document or Security Document; -6- CONFORMED COPY (e) Other Documentation: such other documentation as the Lead Bank may specify in writing. 3.2 The Lead Bank shall be entitled to disregard discrepancies in any of the conditions precedent produced to it pursuant to clause 3.1 of this Agreement where it considers that such discrepancy is of a minor and non-material nature. 3.3 The representations and warranties in clause 13.1 of the MFA shall be deemed to be repeated on the date of this Agreement and on the Effective Date. 3.4 All fees payable to the respective legal advisers of the Lead Bank and the US Security Agent shall be paid together with any disbursements and any applicable taxes in full within five Business Days of the Effective Date. 4. Construction 4.1 The MFA and this Agreement shall after the date of this Agreement be read and construed as one document and references in the MFA and each Finance Document to the MFA shall be read and construed as references to the MFA as supplemented and amended by this Agreement. 4.2 The MFA shall continue in full force and effect, save as otherwise expressly amended by this Agreement. 4.3 The amendments contained in this Agreement shall be without prejudice to any rights and liabilities arising under the MFA by reference to any acts, omissions and events occurring before such amendments come into effect. 5. Costs and Expenses SCTC Inc. will reimburse the Lead Bank and the US Security Agent on demand all reasonable costs and expenses (including legal costs and out-of-pocket expenses) and all value added tax thereon incurred by either of them in connection with the negotiation, preparation and execution of this Agreement and any condition precedent documentation contemplated in it. 6. Counterparts This Agreement may be executed in any number of counterparts, all of which when taken together shall constitute a single instrument. 7. Notices The provisions of Clause 32 (Notices) of the MFA shall be deemed to be incorporated, mutatis mutandis, in this Agreement. 8. Governing Law and Jurisdiction The provisions of Clause 40 (Governing Law and Jurisdiction) of the MFA shall be deemed to be incorporated, mutatis mutandis, in this Agreement. AS WITNESS the hands of the parties the day and year first above written. -7- CONFORMED COPY Schedule 1 The Borrowers Name Company Number Trans-Continental Leaf Tobacco Corporation Limited H.LIV/14 Standard Commercial Tobacco Company (UK) Limited 1411968 Standard Commercial Tobacco Co., Inc. 56-0323420 -8- CONFORMED COPY Schedule 2 The Remaining Banks ABN Amro Bank Berenberg Bank BHF Bank AG Centura Bank Commerzbank AG Deutsche Bank AG in Hamburg Dresdner Bank AG in Hamburg First Union National Bank KBC Bank NV Fortis Bank (Nederland) NV Norddeutsche Landesbank Girozentrale Standard Chartered Bank Westdeutsche Landesbank Girozentrale -9- CONFORMED COPY Signature Pages The Borrowers TRANS-CONTINENTAL LEAF TOBACCO CORPORATION LIMITED FL-9490 Vaduz Liechtenstein Facsimile No: + 41 ###-###-#### Attention: The Finance Director By: KEITH N.MERRICK STANDARD COMMERCIAL TOBACCO COMPANY (UK) LIMITED Standard House Weyside Park Godalming Surrey GU7 1XE England Facsimile No: + 44 1483 860176 Attention: The Finance Director By: KEITH N.MERRICK STANDARD COMMERCIAL TOBACCO CO., INC. 2201 Miller Road, P O Box 450, Wilson NC ###-###-####, USA Facsimile No: + 1 ###-###-#### Attention: The Finance Director By: KEITH N.MERRICK SCC (as Guarantor) STANDARD COMMERCIAL CORPORATION 2201 Miller Road, P O Box 450, Wilson NC ###-###-####, USA Facsimile No: + 1 ###-###-#### Attention: The Finance Director By: KEITH N.MERRICK -10- CONFORMED COPY The New Obligors STANDARD COMMERCIAL TOBACCO OPERATIONS, LLC 2201 Miller Road PO Box 450 Wilson NC ###-###-#### USA Facsimile No: + 1 ###-###-#### Attention: The Finance Director By: KEITH N.MERRICK STANDARD COMMERCIAL TOBACCO THRESHING, LLC 2201 Miller Road PO Box 450 Wilson NC ###-###-#### USA Facsimile No: + 1 ###-###-#### Attention: The Finance Director By: KEITH N.MERRICK STANDARD COMMERCIAL TOBACCO PROCESSORS, LLC 2201 Miller Road PO Box 450 Wilson NC ###-###-#### USA Facsimile No: + 1 ###-###-#### Attention: The Finance Director By: KEITH N.MERRICK The Lead Bank DEUTSCHE BANK A.G. IN HAMBURG Firmen und Institutionen Konzernbetreuung Adolphsplatz 7 20079 Hamburg, Germany Facsimile No: + 49 40 3701 4684 Attention: Bernd Krajnik By: CLAUDIA KEBLER WOLF-DIETRICH KNIGGE -11- CONFORMED COPY The International Security Agent FORTIS BANK (NEDERLAND) N.V. Camomile Court 23 Camomile Street London EC3A 7PP Facsimile No: + 207 ###-###-#### Attention: Iain Lappin-Smith By: A.J VAN BALEN - ROELOFFS YCM VAN DER KLOET The US Security Agent FIRST UNION NATIONAL BANK 301 South Tyron Street, T-28 Charlotte NC ###-###-#### USA Facsimile No: 00 ###-###-#### Attention: Chris Corish By: CHRISTOPHER L.CORISH The Steering Committee DEUTSCHE BANK A.G. IN HAMBURG Firmen und Institutionen Konzernbetreuung Adolphsplatz 7 20079 Hamburg, Germany Facsimile No: + 49 40 3701 4684 Attention: Bernd Krajnik By: CLAUDIA KEBLER WOLF-DIETRICH KNIGGE FORTIS BANK (NEDERLAND) NV Coolsingel 93 PO Box ###-###-#### AS Rotterdam Netherlands Facsimile No: + 31 10 ###-###-#### Attention: Jaap Van Beveren By: A.J VAN BALEN - ROELOFFS JAAP VAN BEVEREN -12- CONFORMED COPY FIRST UNION NATIONAL BANK c/o First Union Securities, Inc. 301 South College Street Charlotte NC ###-###-#### USA Facsimile No: 00 ###-###-#### Attention: Jorge Gonzalez Managing Director By: JORGE GONZALEZ NORDDEUTSCHE LANDESBANK GIROZENTRALE Brodschrangen 4 20457 Hamburg Germany Facsimile No: + 49 40 3765 5304 Attention: Mrs Glindmeyer By: ULRIKE GLINDMEYER NICOLE MEYER WESTDEUTSCHE LANDESBANK GIROZENTRALE Domstrasse 10 20095 Hamburg Germany Facsimile No: + 49 40 339 68265 Attention: Mrs Renate Koch, Credit Department By: W.REICHEL RENATE KOCH The Banks DEUTSCHE BANK A.G. IN HAMBURG Firmen und Institutionen Konzernbetreuung Adolphsplatz 7 20079 Hamburg, Germany -13- CONFORMED COPY Facsimile No: + 49 40 3701 4684 Attention: Bernd Krajnik By: CLAUDIA KEBLER WOLF-DIETRICH KNIGGE FORTIS BANK (NEDERLAND) NV Coolsingel 93 PO Box ###-###-#### AS Rotterdam Netherlands Facsimile No: + 31 10 ###-###-#### Attention: Jaap Van Beveren By: A.J VAN BALEN - ROELOFFS JAAP VAN BEVEREN FIRST UNION NATIONAL BANK c/o First Union Securities, Inc. 301 South College Street Charlotte NC ###-###-#### USA Facsimile No: 001 ###-###-#### Attention: Jorge Gonzalez Managing Director By: JORGE GONZALEZ NORDDEUTSCHE LANDESBANK GIROZENTRALE Brodschrangen 4 20457 Hamburg Germany Facsimile No: + 49 40 3765 5304 Attention: Mrs Glindmeyer By: ULRIKE GLINDMEYER NICOLE MEYER WESTDEUTSCHE LANDESBANK GIROZENTRALE Domstrasse 10 20095 Hamburg Germany -14- CONFORMED COPY Facsimile No: + 49 40 339 68265 Attention: Mrs Renate Koch, Credit Department By: W.REICHEL RENATE KOCH BERENBERG BANK Neuer Jungfernstieg 20 20354 Hamburg Germany Facsimile No: + 49 40 354 248 Attention: Mr Klaus Schroder By: FRANK JUNGCLAUS KLAUS SCHROEDER BHF-BANK AKTIENGESELLSCHAFT Neuer Wall 54 20354 Hamburg Germany Facsimile No: + 49 40 3200 9203 Attention: Mr Theodore Budde By: NORBERT SCHMITZ VON HUELST THEODORE BUDDE COMMERZBANK A.G. Ness 7-9 20457 Hamburg Germany Facsimile No: + 49 40 368 32869 Attention: Ralf Schwarzhaupt By: RALF SCHWARZHAUPT OVERKAMP ABN AMRO BANK N.V. TCF Europe, Herengracht 595 PO Box 90 (AF 2432) 1000AB Amsterdam The Netherlands -15- CONFORMED COPY Tel: + 31 20 ###-###-#### Fax: + 31 20 ###-###-#### Attention: Mr. Rudolf Oldeman By: RUDOLF E. OLDEMAN M.C MARSEILLE-ADLER KBC BANK N.V. Global Trade Finance Group Dashwood House 69 Old Street London EC2M 1GT England Tel: +44 20 7861 2635 Fax: +44 20 7861 2626 Attention: Paul Lodwick/Fred Arnold By: MALCOLM D.WILSON PAUL LODWICK STANDARD CHARTERED BANK 37 Gracechurch Street London EC3V OBX England Tel: +44 ###-###-#### Fax: +44 ###-###-#### Attention: Mr. Francois Dorival-Bordes By: IAN MOTE COLIN GEORGE DRESDNER BANK AG IN HAMBURG Corporate Customers Betreuung Unternehmenskunden Hamburg 3 Jungfernstieg 22 20349 Hamburg Germany Tel: + 49 40 3501 3200 Fax: + 49 40 350 1 3278 Attention: Mr Eugen Klutzny By: EUGEN KLUTZNY ALBERT -16- CONFORMED COPY CENTURA BANK Corporate Banking PO Box 1220 131 N. Church Street Rocky Mound NC27802 USA Tel: +1 ###-###-#### Fax: +1 ###-###-#### Attention: Lowry D Perry By: LOWRY D.PERRY The Outgoing Banks RABOBANK INTERNATIONAL Thames Court One Queenhithe London EC4V 3RL Facsimile No: + 44 20 7809 3500 Attention: Mr David Cormack By: DAVID CORMACK SIMON PHILLIP TYLER SUN TRUST 919 East Main Street Richmond VA 23219 USA Facsimile No: 00 ###-###-#### Attention: Mr C Gray Key By: C GRAY KEY -17-