Exhibit 10.1

WAIVER AGREEMENT

           THIS WAIVER AGREEMENT, dated as of May 9, 2000 (the "Waiver "), is by and among DIMON INCORPORATED, a Virginia corporation (the " Borrower"), the several lenders identified on the signature pages hereto (the "Lenders"), BANK OF AMERICA, N.A., formerly NationsBank, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), FIRST UNION NATIONAL BANK ("FUNB"), as syndication agent for the Lenders (in such capacity, the "Syndication Agent "), and CooperatiEve Centrale Raiffeisen-Boerenleenbank B.A. and " Rabobank INTERNATIONAL" ("Rabobank"), as managing agent for the Lenders (in such capacity, the "Managing Agent").

W I T N E S S E T H:

            WHEREAS, pursuant to a Credit Agreement dated as of June 29, 1999 (the " Credit Agreement") among the Borrower, the Lenders, the Administrative Agent, the Syndication Agent and the Managing Agent, the Lenders have extended commitments to make certain credit facilities available to the Borrower;

            WHEREAS, the parties hereto have agreed to enter into this Waiver in order to waive certain Events of Default.

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

PART I

DEFINITIONS

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

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

PART II

WAIVER

            For the fiscal quarter ending on March 31, 2000, the Required Lenders hereby waive the requirement of Section 6.5 of the Credit Agreement which provides that the Borrower maintain a Consolidated Total Senior Debt to Borrowing Base Ratio of 1.20 to 1.00. Required Lenders further agree that the failure to observe Section 6.5 of the Credit Agreement with respect to the fiscal quarter ending on March 31, 2000, shall not constitute an Event of Default under the terms of the Credit Agreement. This waiver is a one time waiver and shall be effective only in the specific circumstances provided for above and only for the purpose for which given. Except as waived or modified hereby, all of the terms and provisions of the Credit Agreement shall remain in full force and effect.

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PART III

CONDITIONS TO EFFECTIVENESS

            SUBPART 3.1. Waiver Effective Date. This Waiver shall be and become effective as of the date hereof (the " Waiver Effective Date ") when all of the conditions set forth in this Subpart 3.1 shall have been satisfied.

PART IV

MISCELLANEOUS

            SUBPART 4.1. Cross-References. References in this Waiver to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Waiver.

            SUBPART 4.2. Instrument Pursuant to Credit Agreement. This Waiver is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement.

            SUBPART 4.3. Survival. Except as expressly modified in this Waiver, all of the terms and provisions and conditions of each of the Credit Documents shall remain unchanged.

            SUBPART 4.4. Counterparts. This Waiver may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

            SUBPART 4.5. Governing Law. THIS WAIVER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

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            SUBPART 4.6. Successors and Assigns. This Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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

BORROWER:

DIMON INCORPORATED

/s/  James A. Cooley

By________________________________

Name:  

James A. Cooley

Title:    

Senior Vice President and

Chief Financial Officer

and

/s/  Ritchie L. Bond

By________________________________

Name:  

Ritchie L. Bond

Title:    

Senior Vice President and

Treasurer

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LENDERS:

BANK OF AMERICA, N.A., formerly NationsBank,

individually as a Lender and in its capacity as

Administrative Agent

/s/  William F. Sweeney

By________________________________

Name:  

William F. Sweeney

Title:   

Principal

FIRST UNION NATIONAL BANK,

individually as a Lender and in its capacity as

Syndication Agent

/s/  Susan R. Doyle

By________________________________

Name:  

Susan R. Doyle

Title:  

Senior Vice President

COOPERATIEVE CENTRALE RAIFFEISEN-

BOERENLEENBANK B.A., "RABOBANK

INTERNATIONAL," NEW YORK BRANCH,

individually as a Lender and in its capacity as

Managing Agent

/s/  Theodore W. Cox

By________________________________

Name:  

Theodore W. Cox

Title:   

Vice President

/s/  Nancy J. O'Conner

By________________________________

Name:  

Nancy J. O'Conner

Title:    

Vice President

CRESTAR BANK

/s/  C. Gray Key

By________________________________

Name:  

C. Gray Key

Title:   

Vice President

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WACHOVIA BANK, N.A.

/s/  K. A. Sherman

By________________________________

Name:  

K. A. Sherman

Title:   

Senior Vice President

ABN AMRO BANK N.V. NEW YORK BRANCH

By________________________________

Name:  

Title:   

By________________________________

Name:  

Title:   

By________________________________

Name:  

Title:   

DEUTSCHE BANK AG - AMSTERDAM BRANCH

/s/  Eric Warmoltz 

Hank J. van der Heiden

By________________________________

Name:  

Eric Warmoltz

Hank J. van der Heiden

Title:  

Account Manager 

Director

NATEXIS BANQUE

By________________________________

Name:  

Title:   

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