Common use of Effectiveness, Etc Clause in Contracts

Effectiveness, Etc. (a) This Restatement Agreement shall become effective at the time the Administrative Agent (or its counsel) shall have received counterparts of this Restatement Agreement that, when taken together, bear the signatures of (i) the Borrower, (ii) the other Loan Parties as of the date hereof, (iii) the Administrative Agent, (iv) the Collateral Agent, and (v) the Existing Lenders and Refinancing Lenders, in each case signed on behalf of each such party (including via any electronic means) or evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Amended and Restated Credit Agreement shall become effective and the obligations of the Refinancing Lenders to make Loans under the Amended and Restated Credit Agreement shall commence at the time (the “Amendment and Restatement Effective Date”) when each of the following conditions has been satisfied (or waived): (i) The Administrative Agent shall have received the Agent Fee Letter signed on behalf of each party thereto (including via any electronic means) or evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (ii) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A., counsel for certain Loan Parties, and of De Brauw Blackstone Westbroek N.V., counsel for the Lenders, in each case (1) dated the Amendment and Restatement Effective Date, (2) addressed to the Administrative Agent and the Lenders, and (3) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (iii) The representations and warranties of the Borrower and each other Loan Party contained in Article III of the Amended and Restated Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Amendment and Restatement Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iv) The representations and warranties of each applicable Loan Party, as applicable, contained in (i) Section 9 of the Guarantee Agreement, (ii) Section VII of the Brazilian Fiduciary Assignment and (iii) Section 2.4 of the Dutch Pledge shall be true and correct in all material respects on and as of the Amendment and Restatement Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (v) Immediately prior to and immediately after the Amendment and Restatement Effective Date and the funding of the Loans thereunder on such date, no Default or Event of Default shall have occurred and be continuing. (vi) The making of Loans under the Amended and Restated Credit Agreement shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (vii) The Administrative Agent shall have received (x) a certificate from Borrower and New Pyxus Topco, dated as of the Amendment and Restatement Effective Date, certifying compliance with the conditions precedent set forth in (iii), (v) and (vi) of this Article VII and (y) a certificate from all Loan Parties, dated as of the Amendment and Restatement Effective Date, certifying compliance with the conditions precedent set forth in (iv) of this Article VII. (viii) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 of the Amended and Restated Credit Agreement. (ix) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (if applicable) (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Existing Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Amendment and Restatement Effective Date and certifying (a) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Amendment and Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (b) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Existing Credit Agreement), (b) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings under the Amended and Restated Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (d) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (e) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (f) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; and (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party. (x) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Amendment and Restatement Effective Date, to the extent requested at least five Business Days prior to the Amendment and Restatement Effective Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (xi) Except as provided in Section 5.15 of the Amended and Restated Credit Agreement, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders prior to or on the Amendment and Restatement Effective Date; (xii) Prior to or substantially simultaneously with the Amendment and Restatement Effective Date and the funding of the Loans under the Amended and Restated Credit Agreement on such date, the Administrative Agent and the Lenders shall have received (i) the fees in the amounts contemplated to be paid pursuant to Section 2.05(b) and (c) of the Amended and Restated Credit Agreement on the Amendment and Restatement Effective Date, (ii) in accordance with Article I hereof, payment in full in respect of all Obligations outstanding under the Existing Credit Agreement as of the Amendment and Restatement Effective Date (including the Total Exit Fee (as defined in the Existing Credit Agreement) and all accrued and unpaid interest thereunder as of the Amendment and Restatement Effective Date) and (iii) all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (xiii) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders. (xiv) The Amendment and Restatement Effective Date shall have occurred on or before July 29, 2022. INTABEX NETHERLANDS B.V. as Borrower By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory PYXUS INTERNATIONAL, INC. PYXUS PARENT, INC. PYXUS HOLDINGS, INC. ALLIANCE ONE INTERNATIONSL SERVICES INC. ALLIANCE ONE INTERNATIONAL, INC. ALLIANCE ONE NORTH AMERICA, LLC ALLIANCE ONE SPECIALTY PRODUCTS, LLC AOSP INVESTMENTS, LLC CRES TOBACCO COMPANY LLC CRITICALITY, LLC EASTERN CAROLINA PACKAGING, LLC GLOBAL SPECIALTY PRODUCTS, LLC MONK AUSTIN INTERNATIONAL, INC. PUREAG-NC, LLC PYXUS AGRICULTURE USA, LLC THE AUSTIN TOBACCO COMPANY, INCORPORATED TEWLFTH STATE BRANDS, LLC ALLIANCE ONE INTERNATIONAL HOLDINGS, LTD. PYXUS AGRICULTURAL HOLDINGS LIMITED TRANS-CONTINENTAL LEAF TOBACCO CORPORATION ALLIANCE ONE INTERNATIONAL ▇▇▇▇▇ B.V., By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory ALTER DOMUS (US), LLC, as Administrative Agent, and Collateral Agent By: /s/ Winnalynn N. Kantaris Name: Winnalynn N. Kantaris Title: Associate General Counsel ▇▇▇▇▇▇▇ Opportunities Fund, L.P., as an Existing Lender By: ▇▇▇▇▇▇▇ Capital Management L.P., its investment adviser By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Person ▇▇▇▇▇▇▇ Opportunities Fund II, L.P., as an Existing Lender and a Refinancing Lender By: ▇▇▇▇▇▇▇ Capital Management L.P., its investment adviser By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Person MBD 1 Ltd, as an Existing Lender and a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer MCP IV ▇▇▇▇▇ Master LLC, as an Existing Lender By: M Manager LLC, as Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Monarch Master Funding V Ltd, as a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer MCOF BD Ltd, as a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Owl Creek Investments I, LLC, By: Owl Creek Asset Management, L.P., its Manager as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: General Counsel Fernwood Associates LLC, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO Fernwood Foundation Fund LLC, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO Fernwood Restructurings Limited, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 40 SECTION 1.03 Dutch Terms 40 SECTION 1.04 Timing of Payment or Performance 41 SECTION 1.05 LLC Division 41 SECTION 1.06 Calculations 42 ARTICLE II The Credits 42 SECTION 2.01 Commitments 42 SECTION 2.02 Loans 42 SECTION 2.03 Borrowing Procedure 43 SECTION 2.04 Evidence of Debt; Repayment of Loans 43 SECTION 2.05 Fees 44 SECTION 2.06 Interest on Loans 44 SECTION 2.07 Default Interest 45 SECTION 2.08 Alternate Rate of Interest 45 SECTION 2.09 Termination of Commitments 47 SECTION 2.10 Conversion and Continuation of Borrowings 47 SECTION 2.11 Repayment of Borrowings 48 SECTION 2.12 Optional Prepayment 48 SECTION 2.13 [Reserved] 49 SECTION 2.14 Reserve Requirements; Change in Circumstances 49 SECTION 2.15 Change in Legality 50 SECTION 2.16 Indemnity 51 SECTION 2.17 Pro Rata Treatment 51 SECTION 2.18 Sharing of Setoffs 51 SECTION 2.19 Payments 52 SECTION 2.20 Taxes 52 SECTION 2.21 Assignment of Loans under Certain Circumstances; Duty to Mitigate 55 SECTION 2.22 Dutch Parallel Debts 56 ARTICLE III Representations and Warranties 57 SECTION 3.01 Company Status 57 SECTION 3.02 Power and Authority 57 SECTION 3.03 No Violation 57 SECTION 3.04 Approvals 58 SECTION 3.05 Material Adverse Effect 58 SECTION 3.06 Litigation 58 SECTION 3.07 True and Complete Disclosure 58 SECTION 3.08 Use of Proceeds; Margin Regulations 59 SECTION 3.09 Tax Returns and Payments 59 SECTION 3.10 Compliance with ERISA 59 SECTION 3.11 Security Documents 60 SECTION 3.12 Properties 60 SECTION 3.13 Subsidiaries 61 SECTION 3.14 Compliance with Laws 61 SECTION 3.15 Investment Company Act 61 SECTION 3.16 No Default 61 SECTION 3.17 Environmental Matters 61 SECTION 3.18 Employment and Labor Relations 62 SECTION 3.19 Intellectual Property, etc 62 SECTION 3.20 [Reserved] 62 SECTION 3.21 [Reserved] 62 SECTION 3.22 Anti-Terrorism Law 62 SECTION 3.23 Anti-Corruption Laws 63 SECTION 3.24 Sanctions 64 SECTION 3.25 Material Contracts 64 SECTION 3.26 [Reserved] 64 SECTION 3.27 Centre of Main Interests 64 SECTION 3.28 DAC6 64 ARTICLE IV [Reserved

Effectiveness, Etc. This Letter Amendment shall become effective as of the date first above written when, and only when, (a) This Restatement Agreement shall become effective at the time the Administrative Agent (or its counsel) shall have received counterparts of this Restatement Agreement thatLetter Amendment executed by us and the Required Lenders and (b) we shall completed the sale of Combined Global Insurance Holdings, when taken together, bear Inc. This Letter Amendment is subject to the signatures provisions of (i) the Borrower, (ii) the other Loan Parties as Section 8.2 of the date Credit Agreement. On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, (iii) or words of like import referring to the Administrative Agent, (iv) the Collateral AgentCredit Agreement, and (v) each reference in the Existing Lenders Notes to “the Credit Agreement”, “thereunder”, “thereof’ or words of like import referring to the Credit Agreement, shall mean and Refinancing Lendersbe a reference to the Credit Agreement, as amended by this Letter Amendment. The Credit Agreement and the Notes, as specifically amended by this Letter Amendment, are and shall continue to be in each case signed on behalf full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of each such party (including via this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any electronic means) right, power or evidence satisfactory to remedy of any Lender or the Administrative Agent (which may include under the Credit Agreement, nor constitute a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Amended and Restated Credit Agreement shall become effective and the obligations waiver of any provision of the Refinancing Lenders to make Loans under the Amended and Restated Credit Agreement shall commence at the time (the “Amendment and Restatement Effective Date”) when each of the following conditions has been satisfied (or waived): (i) The Administrative Agent shall have received the Agent Fee Letter signed on behalf of each party thereto (including via any electronic means) or evidence satisfactory Agreement. If you agree to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that terms and provisions hereof, please evidence such party has signed such a counterpart. (ii) The Administrative Agent shall have received, on behalf agreement by executing and returning at least two counterparts of itself and the Lenders, a favorable written opinion of ▇▇this Letter Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, of ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A.▇▇▇ ▇▇▇▇, counsel for certain Loan Parties▇▇▇ ▇▇▇▇ ▇▇▇▇▇. This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by, and of De Brauw Blackstone Westbroek N.V.construed in accordance with, counsel for the Lenders, in each case (1) dated the Amendment and Restatement Effective Date, (2) addressed to the Administrative Agent and the Lenders, and (3) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (iii) The representations and warranties laws of the Borrower and each other Loan Party contained in Article III of the Amended and Restated Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Amendment and Restatement Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iv) The representations and warranties of each applicable Loan Party, as applicable, contained in (i) Section 9 of the Guarantee Agreement, (ii) Section VII of the Brazilian Fiduciary Assignment and (iii) Section 2.4 of the Dutch Pledge shall be true and correct in all material respects on and as of the Amendment and Restatement Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (v) Immediately prior to and immediately after the Amendment and Restatement Effective Date and the funding of the Loans thereunder on such date, no Default or Event of Default shall have occurred and be continuing. (vi) The making of Loans under the Amended and Restated Credit Agreement shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (vii) The Administrative Agent shall have received (x) a certificate from Borrower and New Pyxus Topco, dated as of the Amendment and Restatement Effective Date, certifying compliance with the conditions precedent set forth in (iii), (v) and (vi) of this Article VII and (y) a certificate from all Loan Parties, dated as of the Amendment and Restatement Effective Date, certifying compliance with the conditions precedent set forth in (iv) of this Article VII. (viii) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 of the Amended and Restated Credit Agreement. (ix) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (if applicable) (orNew York. Very truly yours, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Existing Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Amendment and Restatement Effective Date and certifying (a) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Amendment and Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (b) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Existing Credit Agreement), (b) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings under the Amended and Restated Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (d) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (e) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (f) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; and (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party. (x) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Amendment and Restatement Effective Date, to the extent requested at least five Business Days prior to the Amendment and Restatement Effective Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (xi) Except as provided in Section 5.15 of the Amended and Restated Credit Agreement, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders prior to or on the Amendment and Restatement Effective Date; (xii) Prior to or substantially simultaneously with the Amendment and Restatement Effective Date and the funding of the Loans under the Amended and Restated Credit Agreement on such date, the Administrative Agent and the Lenders shall have received (i) the fees in the amounts contemplated to be paid pursuant to Section 2.05(b) and (c) of the Amended and Restated Credit Agreement on the Amendment and Restatement Effective Date, (ii) in accordance with Article I hereof, payment in full in respect of all Obligations outstanding under the Existing Credit Agreement as of the Amendment and Restatement Effective Date (including the Total Exit Fee (as defined in the Existing Credit Agreement) and all accrued and unpaid interest thereunder as of the Amendment and Restatement Effective Date) and (iii) all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (xiii) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders. (xiv) The Amendment and Restatement Effective Date shall have occurred on or before July 29, 2022. INTABEX NETHERLANDS B.V. as Borrower By: AON CORPORATION By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President and Corporate Treasurer Agreed as of the date first above written: as Administrative Agent and as a Lender By /s/ [ILLEGIBLE] Title: [ILLEGIBLE] Authorized Signatory ABN AMRO BANK N.V. as Lender By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ BANK, N.A. as Lender By /s/ [ILLEGIBLE] Title: Executive Director THE BANK OF NEW YORK as Lender By /s/ [ILLEGIBLE] Title: Vice President as Lender By /s/ [ILLEGIBLE] Title: Vice President DEUTSCHE BANK AG NEW YORK BRANCH as Lender By Title: THE BANK OF NOVA SCOTIA as Lender By /s/ [ILLEGIBLE] Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK as Lender By Title: ROYAL BANK OF CANADA as Lender By /s/ [ILLEGIBLE] Title: Authorized Signatory ▇▇▇▇▇ FARGO BANK, N.A. as Lender By /s/ [ILLEGIBLE] Title: Senior Vice President PNC BANK, N.A. as Lender By Title: THE ROYAL BANK OF SCOTLAND plc as Lender By /s/ [ILLEGIBLE] [ILLEGIBLE] Title: VP FIFTH THIRD BANK as Lender By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President STATE STREET BANK AND TRUST COMPANY as Lender By /s/ [ILLEGIBLE] Title: Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA as Lender By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory PYXUS INTERNATIONALFirst Vice President To: The Lenders parties to the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Three-Year Credit Agreement dated as of February 3, INC. PYXUS PARENT2005 (as amended, INC. PYXUS HOLDINGSmodified, INC. ALLIANCE ONE INTERNATIONSL SERVICES INC. ALLIANCE ONE INTERNATIONALrenewed or extended from time to time, INC. ALLIANCE ONE NORTH AMERICAthe “Agreement”) among the Borrower, LLC ALLIANCE ONE SPECIALTY PRODUCTSthe lenders party thereto and Citibank, LLC AOSP INVESTMENTS, LLC CRES TOBACCO COMPANY LLC CRITICALITY, LLC EASTERN CAROLINA PACKAGING, LLC GLOBAL SPECIALTY PRODUCTS, LLC MONK AUSTIN INTERNATIONAL, INC. PUREAG-NC, LLC PYXUS AGRICULTURE USA, LLC THE AUSTIN TOBACCO COMPANY, INCORPORATED TEWLFTH STATE BRANDS, LLC ALLIANCE ONE INTERNATIONAL HOLDINGS, LTD. PYXUS AGRICULTURAL HOLDINGS LIMITED TRANS-CONTINENTAL LEAF TOBACCO CORPORATION ALLIANCE ONE INTERNATIONAL ▇▇▇▇▇ B.V., By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory ALTER DOMUS (US), LLCN.A., as Administrative AgentAgent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected [President/Chief Financial Officer] of the Borrower; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements (the “Relevant Period”); 3. The examinations described in paragraph 2 did not disclose, and Collateral Agent ByI have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the Relevant Period or as of the date of this Certificate, except as set forth below; 4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement for the quarter ended , , all of which data and computations are true, complete and correct; and 5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: /s/ Winnalynn N. Kantaris Name: Winnalynn N. Kantaris Title: Associate General Counsel ▇▇▇▇▇▇▇ Opportunities FundThe foregoing certifications, L.P.together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, as an Existing Lender By: ▇▇▇▇▇▇▇ Capital Management L.P.are made and delivered this day of , its investment adviser By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Person ▇▇▇▇▇▇▇ Opportunities Fund II, L.P., as an Existing Lender and a Refinancing Lender By: ▇▇▇▇▇▇▇ Capital Management L.P., its investment adviser By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Person MBD 1 Ltd, as an Existing Lender and a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer MCP IV ▇▇▇▇▇ Master LLC, as an Existing Lender By: M Manager LLC, as Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Monarch Master Funding V Ltd, as a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer MCOF BD Ltd, as a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Owl Creek Investments I, LLC, By: Owl Creek Asset Management, L.P., its Manager as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: General Counsel Fernwood Associates LLC, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇200 . I. Section 6.17.1 – [Intentionally omitted] 2. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO Fernwood Foundation Fund LLC, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO Fernwood Restructurings Limited, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 40 SECTION 1.03 Dutch Terms 40 SECTION 1.04 Timing of Payment or Performance 41 SECTION 1.05 LLC Division 41 SECTION 1.06 Calculations 42 ARTICLE II The Credits 42 SECTION 2.01 Commitments 42 SECTION 2.02 Loans 42 SECTION 2.03 Borrowing Procedure 43 SECTION 2.04 Evidence of Debt; Repayment of Loans 43 SECTION 2.05 Fees 44 SECTION 2.06 Interest on Loans 44 SECTION 2.07 Default Interest 45 SECTION 2.08 Alternate Rate of Interest 45 SECTION 2.09 Termination of Commitments 47 SECTION 2.10 Conversion and Continuation of Borrowings 47 SECTION 2.11 Repayment of Borrowings 48 SECTION 2.12 Optional Prepayment 48 SECTION 2.13 [Reserved] 49 SECTION 2.14 Reserve Requirements; Change in Circumstances 49 SECTION 2.15 Change in Legality 50 SECTION 2.16 Indemnity 51 SECTION 2.17 Pro Rata Treatment 51 SECTION 2.18 Sharing of Setoffs 51 SECTION 2.19 Payments 52 SECTION 2.20 Taxes 52 SECTION 2.21 Assignment of Loans under Certain Circumstances; Duty to Mitigate 55 SECTION 2.22 Dutch Parallel Debts 56 ARTICLE III Representations and Warranties 57 SECTION 3.01 Company Status 57 SECTION 3.02 Power and Authority 57 SECTION 3.03 No Violation 57 SECTION 3.04 Approvals 58 SECTION 3.05 Material Adverse Effect 58 SECTION 3.06 Litigation 58 SECTION 3.07 True and Complete Disclosure 58 SECTION 3.08 Use of Proceeds; Margin Regulations 59 SECTION 3.09 Tax Returns and Payments 59 SECTION 3.10 Compliance with ERISA 59 SECTION 3.11 Security Documents 60 SECTION 3.12 Properties 60 SECTION 3.13 Subsidiaries 61 SECTION 3.14 Compliance with Laws 61 SECTION 3.15 Investment Company Act 61 SECTION 3.16 No Default 61 SECTION 3.17 Environmental Matters 61 SECTION 3.18 Employment and Labor Relations 62 SECTION 3.19 Intellectual Property, etc 62 SECTION 3.20 [Reserved] 62 SECTION 3.21 [Reserved] 62 SECTION 3.22 Anti-Terrorism Law 62 SECTION 3.23 Anti-Corruption Laws 63 SECTION 3.24 Sanctions 64 SECTION 3.25 Material Contracts 64 SECTION 3.26 [Reserved] 64 SECTION 3.27 Centre of Main Interests 64 SECTION 3.28 DAC6 64 ARTICLE IV [ReservedSection 6.17.2 –

Effectiveness, Etc. (a) This Restatement Agreement Amendment shall become effective at as of the time date first above written when, and only when, the Administrative Agent (or its counsel) shall have received counterparts of this Restatement Agreement that, when taken together, bear Amendment executed by the signatures of (i) undersigned and the Borrower, (ii) the other Loan Parties as of the date hereof, (iii) the Administrative Agent, (iv) the Collateral Agent, and (v) the Existing Required Lenders and Refinancing Lenders, in each case signed on behalf of each such party (including via any electronic means) or evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Amended and Restated Credit Agreement shall become effective and the obligations of the Refinancing Lenders to make Loans under the Amended and Restated Credit Agreement shall commence at the time (the “Amendment and Restatement Effective Date”) when each of the following conditions has been satisfied (or waived): (i) The Administrative Agent shall have received the Agent Fee Letter signed on behalf following: (a) The consent of each party thereto Guarantor in the form attached hereto. (including via any electronic meansb) An amendment fee for the account of the Lenders that execute and deliver this Amendment on or evidence satisfactory before October 16, 2015 equal to 0.05% of (a) in the case of each Term Lender, the aggregate principal amount of the Term Advances owing to such Term Lender and (b) in the case of each Revolving Credit Lender, the Revolving Credit Commitment of such Revolving Credit Lender. (c) The fees and expenses of Shearman & Sterling LLP, counsel to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) Agent, to the extent that such party has signed fees and expenses have been invoiced at least 24 hours prior to the date hereof. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement. On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. If you agree to the terms and provisions hereof, please evidence such a counterpart. (ii) The Administrative Agent shall have received, on behalf agreement by executing and returning at least one signature page of itself and the Lenders, a favorable written opinion of ▇▇this Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, of ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A.▇▇▇ ▇▇▇▇, counsel for certain Loan Parties▇▇▇ ▇▇▇▇ ▇▇▇▇▇. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic medium shall be effective as delivery of an original executed counterpart of this Amendment. This Amendment shall be governed by, and construed in accordance with, the laws of De Brauw Blackstone Westbroek N.V.the State of New York. Very truly yours, counsel for the LendersALLIANCE RESOURCE OPERATING PARTNERS, in each case (1) dated the Amendment L.P. By: ALLIANCE RESOURCE MANAGEMENT GP, LLC, its Managing General Partner By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President - Corporate Finance and Restatement Effective DateTreasurer JPMORGAN CHASE BANK, (2) addressed to the N.A. as Administrative Agent and the LendersLender By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Director Citibank, N.A. By /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION As Issuing Bank and (3) in form Lender By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director Branch Banking and substance reasonably satisfactory Trust Company By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President Agreed as to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (iii) The representations and warranties foregoing Amendment of the Borrower and each other Loan Party contained in Article III of date first above written: By /s/ ▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President Agreed as to the Amended and Restated Credit Agreement or any other Loan Document shall be true and correct in all material respects on and foregoing Amendment as of the Amendment and Restatement Effective Date; provided that, date first above written: By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President Agreed as to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iv) The representations and warranties of each applicable Loan Party, as applicable, contained in (i) Section 9 of the Guarantee Agreement, (ii) Section VII of the Brazilian Fiduciary Assignment and (iii) Section 2.4 of the Dutch Pledge shall be true and correct in all material respects on and foregoing Amendment as of the Amendment and Restatement Effective Date; provided that, date first above written: By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President Agreed as to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (v) Immediately prior to and immediately after the foregoing Amendment and Restatement Effective Date and the funding of the Loans thereunder on such date, no Default or Event of Default shall have occurred and be continuing. (vi) The making of Loans under the Amended and Restated Credit Agreement shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (vii) The Administrative Agent shall have received (x) a certificate from Borrower and New Pyxus Topco, dated as of the date first above written: By /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Agreed as to the foregoing Amendment and Restatement Effective Date, certifying compliance with the conditions precedent set forth in (iii), (v) and (vi) of this Article VII and (y) a certificate from all Loan Parties, dated as of the Amendment and Restatement Effective Date, certifying compliance with the conditions precedent set forth in (iv) of this Article VII. (viii) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 of the Amended and Restated Credit Agreement. (ix) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (if applicable) (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Existing Credit Agreement) and a certificate first above written: By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Assistant Vice President Agreed as to the good standing of each Loan Party foregoing Amendment as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Amendment and Restatement Effective Date and certifying (a) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Amendment and Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (b) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Existing Credit Agreement), (b) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings under the Amended and Restated Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (d) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (e) first above written: By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President Agreed as to the incumbency and specimen signature foregoing Amendment as of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (f) except in the case of any UK Loan Party, date first above written: By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President Agreed as to the absence foregoing Amendment as of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer date first above written: By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Agreed as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; and (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party. (x) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the foregoing Amendment and Restatement Effective Date, to the extent requested at least five Business Days prior to the Amendment and Restatement Effective Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (xi) Except as provided in Section 5.15 of the Amended and Restated Credit Agreement, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders prior to or on the Amendment and Restatement Effective Date; (xii) Prior to or substantially simultaneously with the Amendment and Restatement Effective Date and the funding of the Loans under the Amended and Restated Credit Agreement on such date, the Administrative Agent and the Lenders shall have received (i) the fees in the amounts contemplated to be paid pursuant to Section 2.05(b) and (c) of the Amended and Restated Credit Agreement on the Amendment and Restatement Effective Date, (ii) in accordance with Article I hereof, payment in full in respect of all Obligations outstanding under the Existing Credit Agreement as of the date first above written: By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Agreed as to the foregoing Amendment and Restatement Effective Date (including the Total Exit Fee (as defined in the Existing Credit Agreement) and all accrued and unpaid interest thereunder as of the Amendment and Restatement Effective Date) and (iii) all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (xiii) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders. (xiv) The Amendment and Restatement Effective Date shall have occurred on or before July 29, 2022. INTABEX NETHERLANDS B.V. as Borrower Bydate first above written: By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory PYXUS INTERNATIONALSenior Vice President By /s/ PUIKI LOK Name: Puiki Lok Title: Vice President Agreed as to the foregoing Amendment as of the date first above written: Land Bank of Taiwan, INC. PYXUS PARENT, INC. PYXUS HOLDINGS, INC. ALLIANCE ONE INTERNATIONSL SERVICES INC. ALLIANCE ONE INTERNATIONAL, INC. ALLIANCE ONE NORTH AMERICA, LLC ALLIANCE ONE SPECIALTY PRODUCTS, LLC AOSP INVESTMENTS, LLC CRES TOBACCO COMPANY LLC CRITICALITY, LLC EASTERN CAROLINA PACKAGING, LLC GLOBAL SPECIALTY PRODUCTS, LLC MONK AUSTIN INTERNATIONAL, INC. PUREAG-NC, LLC PYXUS AGRICULTURE USA, LLC THE AUSTIN TOBACCO COMPANY, INCORPORATED TEWLFTH STATE BRANDS, LLC ALLIANCE ONE INTERNATIONAL HOLDINGS, LTD. PYXUS AGRICULTURAL HOLDINGS LIMITED TRANS-CONTINENTAL LEAF TOBACCO CORPORATION ALLIANCE ONE INTERNATIONAL New York Branch By /s/ ▇▇▇▇▇▇ B.V., By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory ALTER DOMUS (US), LLC, General Manager Agreed as Administrative Agent, and Collateral Agent By: /s/ Winnalynn N. Kantaris Name: Winnalynn N. Kantaris Title: Associate General Counsel ▇▇▇▇▇▇▇ Opportunities Fund, L.P., to the foregoing Amendment as an Existing Lender Byof the date first above written: ▇▇▇▇▇▇▇ Capital Management L.P., its investment adviser By: /s/ ▇▇▇▇ ▇▇▇ Commercial Bank, Ltd., Los Angeles Branch By /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Person ▇▇▇▇▇▇▇ Opportunities Fund II, L.P., VP & General Manager Agreed as an Existing Lender and a Refinancing Lender By: ▇▇▇▇▇▇▇ Capital Management L.P., its investment adviser By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Person MBD 1 Ltd, to the foregoing Amendment as an Existing Lender and a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer MCP IV ▇▇▇▇▇ Master LLC, as an Existing Lender By: M Manager LLC, as Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Monarch Master Funding V Ltd, as a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer MCOF BD Ltd, as a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Owl Creek Investments I, LLC, By: Owl Creek Asset Management, L.P., its Manager as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: General Counsel Fernwood Associates LLC, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO Fernwood Foundation Fund LLC, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO Fernwood Restructurings Limited, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 40 SECTION 1.03 Dutch Terms 40 SECTION 1.04 Timing of Payment or Performance 41 SECTION 1.05 LLC Division 41 SECTION 1.06 Calculations 42 ARTICLE II The Credits 42 SECTION 2.01 Commitments 42 SECTION 2.02 Loans 42 SECTION 2.03 Borrowing Procedure 43 SECTION 2.04 Evidence of Debt; Repayment of Loans 43 SECTION 2.05 Fees 44 SECTION 2.06 Interest on Loans 44 SECTION 2.07 Default Interest 45 SECTION 2.08 Alternate Rate of Interest 45 SECTION 2.09 Termination of Commitments 47 SECTION 2.10 Conversion and Continuation of Borrowings 47 SECTION 2.11 Repayment of Borrowings 48 SECTION 2.12 Optional Prepayment 48 SECTION 2.13 [Reserved] 49 SECTION 2.14 Reserve Requirements; Change in Circumstances 49 SECTION 2.15 Change in Legality 50 SECTION 2.16 Indemnity 51 SECTION 2.17 Pro Rata Treatment 51 SECTION 2.18 Sharing of Setoffs 51 SECTION 2.19 Payments 52 SECTION 2.20 Taxes 52 SECTION 2.21 Assignment of Loans under Certain Circumstances; Duty to Mitigate 55 SECTION 2.22 Dutch Parallel Debts 56 ARTICLE III Representations and Warranties 57 SECTION 3.01 Company Status 57 SECTION 3.02 Power and Authority 57 SECTION 3.03 No Violation 57 SECTION 3.04 Approvals 58 SECTION 3.05 Material Adverse Effect 58 SECTION 3.06 Litigation 58 SECTION 3.07 True and Complete Disclosure 58 SECTION 3.08 Use of Proceeds; Margin Regulations 59 SECTION 3.09 Tax Returns and Payments 59 SECTION 3.10 Compliance with ERISA 59 SECTION 3.11 Security Documents 60 SECTION 3.12 Properties 60 SECTION 3.13 Subsidiaries 61 SECTION 3.14 Compliance with Laws 61 SECTION 3.15 Investment Company Act 61 SECTION 3.16 No Default 61 SECTION 3.17 Environmental Matters 61 SECTION 3.18 Employment and Labor Relations 62 SECTION 3.19 Intellectual Property, etc 62 SECTION 3.20 [Reserved] 62 SECTION 3.21 [Reserved] 62 SECTION 3.22 Anti-Terrorism Law 62 SECTION 3.23 Anti-Corruption Laws 63 SECTION 3.24 Sanctions 64 SECTION 3.25 Material Contracts 64 SECTION 3.26 [Reserved] 64 SECTION 3.27 Centre of Main Interests 64 SECTION 3.28 DAC6 64 ARTICLE IV [Reservedthe date first above written:

Effectiveness, Etc. (a) This Restatement Agreement Letter Amendment shall become effective at as of the time date first above written when, and only when, the Administrative Agent (or its counsel) shall have received counterparts of this Restatement Agreement that, when taken together, bear Letter Amendment executed by us and the signatures Required Lenders. This Letter Amendment is subject to the provisions of (i) the Borrower, (ii) the other Loan Parties as Section 9.01 of the date Credit Agreement. On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. The Credit Agreement and the Notes, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. If you agree to the terms and provisions hereof, (iii) the Administrative Agent, (iv) the Collateral Agent, please evidence such agreement by executing and (v) the Existing Lenders and Refinancing Lenders, in each case signed on behalf returning two counterparts of each such party (including via any electronic means) or evidence satisfactory this Letter Amendment to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Amended and Restated Credit Agreement shall become effective and the obligations of the Refinancing Lenders to make Loans under the Amended and Restated Credit Agreement shall commence at the time (the “Amendment and Restatement Effective Date”) when each of the following conditions has been satisfied (or waived): (i) The Administrative Agent shall have received the Agent Fee Letter signed on behalf of each party thereto (including via any electronic means) or evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (ii) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of ▇▇▇S▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, of ▇▇. ▇▇▇▇▇▇, Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A.▇▇▇ ▇▇▇▇, counsel for certain Loan Parties, and of De Brauw Blackstone Westbroek N.V., counsel for the Lenders, in each case (1) dated the Amendment and Restatement Effective Date, (2) addressed to the Administrative Agent and the Lenders, and (3) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (iii) The representations and warranties of the Borrower and each other Loan Party contained in Article III of the Amended and Restated Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Amendment and Restatement Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iv) The representations and warranties of each applicable Loan Party, as applicable, contained in (i) Section 9 of the Guarantee Agreement, (ii) Section VII of the Brazilian Fiduciary Assignment and (iii) Section 2.4 of the Dutch Pledge shall be true and correct in all material respects on and as of the Amendment and Restatement Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (v) Immediately prior to and immediately after the Amendment and Restatement Effective Date and the funding of the Loans thereunder on such date, no Default or Event of Default shall have occurred and be continuing. (vi) The making of Loans under the Amended and Restated Credit Agreement shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (vii) The Administrative Agent shall have received (x) a certificate from Borrower and New Pyxus Topco, dated as of the Amendment and Restatement Effective Date, certifying compliance with the conditions precedent set forth in (iii), (v) and (vi) of this Article VII and (y) a certificate from all Loan Parties, dated as of the Amendment and Restatement Effective Date, certifying compliance with the conditions precedent set forth in (iv) of this Article VII. (viii) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 of the Amended and Restated Credit Agreement. (ix) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (if applicable) (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Existing Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Amendment and Restatement Effective Date and certifying (a) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Amendment and Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (b) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Existing Credit Agreement), (b) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings under the Amended and Restated Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (d) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (e) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (f) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; and (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party. (x) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Amendment and Restatement Effective Date, to the extent requested at least five Business Days prior to the Amendment and Restatement Effective Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (xi) Except as provided in Section 5.15 of the Amended and Restated Credit Agreement, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders prior to or on the Amendment and Restatement Effective Date; (xii) Prior to or substantially simultaneously with the Amendment and Restatement Effective Date and the funding of the Loans under the Amended and Restated Credit Agreement on such date, the Administrative Agent and the Lenders shall have received (i) the fees in the amounts contemplated to be paid pursuant to Section 2.05(b) and (c) of the Amended and Restated Credit Agreement on the Amendment and Restatement Effective Date, (ii) in accordance with Article I hereof, payment in full in respect of all Obligations outstanding under the Existing Credit Agreement as of the Amendment and Restatement Effective Date (including the Total Exit Fee (as defined in the Existing Credit Agreement) and all accrued and unpaid interest thereunder as of the Amendment and Restatement Effective Date) and (iii) all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (xiii) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders. (xiv) The Amendment and Restatement Effective Date shall have occurred on or before July 29, 2022. INTABEX NETHERLANDS B.V. as Borrower By: /s/ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, E▇▇▇▇▇▇ CHEMICAL COMPANY By Title: Authorized Signatory PYXUS INTERNATIONALAgreed as of the date first above written: CITICORP USA, INC. PYXUS PARENT., INC. PYXUS HOLDINGSas Administrative Agent and as Bank By Title: JPMORGAN CHASE BANK, INC. ALLIANCE ONE INTERNATIONSL SERVICES INC. ALLIANCE ONE INTERNATIONALN.A. By Title: DEUTSCHE BANK AG NEW YORK BRANCH By Title: By Title: WACHOVIA BANK, INC. ALLIANCE ONE NORTH AMERICANATIONAL ASSOCIATION By Title: ABN AMRO BANK N.V. By Title: By Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LLC ALLIANCE ONE SPECIALTY PRODUCTS, LLC AOSP INVESTMENTS, LLC CRES TOBACCO COMPANY LLC CRITICALITY, LLC EASTERN CAROLINA PACKAGING, LLC GLOBAL SPECIALTY PRODUCTS, LLC MONK AUSTIN INTERNATIONAL, INC. PUREAG-NC, LLC PYXUS AGRICULTURE LIMITED By Title: BARCLAYS BANK PLC By Title: HSBC BANK USA, LLC NATIONAL ASSOCIATION By Title: MIZUHO CORPORATE BANK, LTD By Title: SUNTRUST BANK By Title: THE AUSTIN TOBACCO COMPANY, INCORPORATED TEWLFTH STATE BRANDS, LLC ALLIANCE ONE INTERNATIONAL HOLDINGS, LTD. PYXUS AGRICULTURAL HOLDINGS LIMITED TRANS-CONTINENTAL LEAF TOBACCO CORPORATION ALLIANCE ONE INTERNATIONAL ▇▇▇▇▇ B.V., ByROYAL BANK OF SCOTLAND PLC By Title: /s/ ▇▇▇▇▇ ▇AMSOUTH BANK By Title: THE BANK OF NEW YORK MELLON By Title: M▇▇▇▇▇▇ Name: ▇L▇▇▇▇ ▇▇▇▇▇▇▇ BANK USA By Title: Authorized Signatory ALTER DOMUS THE NORTHERN TRUST COMPANY By Title: Dated as of March 10, 2008 To the banks, financial institutions and other institutional lenders (US)collectively, LLCthe “Lenders”) parties to the Credit Agreement referred to below and to Citicorp USA, Inc., as administrative agent (the “Administrative Agent”) for the Lenders Ladies and Gentlemen: We refer to the Amended and Restated Credit Agreement dated as of April 3, and Collateral Agent By: /s/ Winnalynn N. Kantaris Name: Winnalynn N. Kantaris Title: Associate General Counsel ▇▇▇▇▇▇▇ Opportunities Fund, L.P.2006, as an Existing Lender By: ▇▇▇▇▇▇▇ Capital Management L.P.amended by the Letter Amendment and Waiver dated as of November 16, its investment adviser By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Person ▇▇▇▇▇▇▇ Opportunities Fund II, L.P., 2007 (the “Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment (this “Letter Amendment”) have the same meanings as an Existing Lender and a Refinancing Lender By: ▇▇▇▇▇▇▇ Capital Management L.P., its investment adviser By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Person MBD 1 Ltd, as an Existing Lender and a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer MCP IV ▇▇▇▇▇ Master LLC, as an Existing Lender By: M Manager LLC, as Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Monarch Master Funding V Ltd, as a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer MCOF BD Ltd, as a Refinancing Lender By: Monarch Alternative Capital LP, as adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Owl Creek Investments I, LLC, By: Owl Creek Asset Management, L.P., its Manager as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: General Counsel Fernwood Associates LLC, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO Fernwood Foundation Fund LLC, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO Fernwood Restructurings Limited, as an Existing Lender and a Refinancing Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 40 SECTION 1.03 Dutch Terms 40 SECTION 1.04 Timing of Payment or Performance 41 SECTION 1.05 LLC Division 41 SECTION 1.06 Calculations 42 ARTICLE II The Credits 42 SECTION 2.01 Commitments 42 SECTION 2.02 Loans 42 SECTION 2.03 Borrowing Procedure 43 SECTION 2.04 Evidence of Debt; Repayment of Loans 43 SECTION 2.05 Fees 44 SECTION 2.06 Interest on Loans 44 SECTION 2.07 Default Interest 45 SECTION 2.08 Alternate Rate of Interest 45 SECTION 2.09 Termination of Commitments 47 SECTION 2.10 Conversion and Continuation of Borrowings 47 SECTION 2.11 Repayment of Borrowings 48 SECTION 2.12 Optional Prepayment 48 SECTION 2.13 [Reserved] 49 SECTION 2.14 Reserve Requirements; Change specified in Circumstances 49 SECTION 2.15 Change in Legality 50 SECTION 2.16 Indemnity 51 SECTION 2.17 Pro Rata Treatment 51 SECTION 2.18 Sharing of Setoffs 51 SECTION 2.19 Payments 52 SECTION 2.20 Taxes 52 SECTION 2.21 Assignment of Loans under Certain Circumstances; Duty to Mitigate 55 SECTION 2.22 Dutch Parallel Debts 56 ARTICLE III Representations and Warranties 57 SECTION 3.01 Company Status 57 SECTION 3.02 Power and Authority 57 SECTION 3.03 No Violation 57 SECTION 3.04 Approvals 58 SECTION 3.05 Material Adverse Effect 58 SECTION 3.06 Litigation 58 SECTION 3.07 True and Complete Disclosure 58 SECTION 3.08 Use of Proceeds; Margin Regulations 59 SECTION 3.09 Tax Returns and Payments 59 SECTION 3.10 Compliance with ERISA 59 SECTION 3.11 Security Documents 60 SECTION 3.12 Properties 60 SECTION 3.13 Subsidiaries 61 SECTION 3.14 Compliance with Laws 61 SECTION 3.15 Investment Company Act 61 SECTION 3.16 No Default 61 SECTION 3.17 Environmental Matters 61 SECTION 3.18 Employment and Labor Relations 62 SECTION 3.19 Intellectual Property, etc 62 SECTION 3.20 [Reserved] 62 SECTION 3.21 [Reserved] 62 SECTION 3.22 Anti-Terrorism Law 62 SECTION 3.23 Anti-Corruption Laws 63 SECTION 3.24 Sanctions 64 SECTION 3.25 Material Contracts 64 SECTION 3.26 [Reserved] 64 SECTION 3.27 Centre of Main Interests 64 SECTION 3.28 DAC6 64 ARTICLE IV [Reservedthe Credit Agreement.