Exhibit 4.3
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") dated January 14,
1994 among Alco Standard Corporation (the "Borrower") and the financial
institutions listed in Schedule I attached hereto (each a "Bank" and,
collectively, the "Banks").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the parties hereto, together with Deutsche Bank AG, New York
Branch, as Agent, are parties to the Credit Agreement, dated as of October 15,
1992 (as amended, modified or supplemented from time to time, the "Credit
Agreement"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement so as to
extend the Commitment Termination Date; and
WHEREAS, pursuant to Section 9.3 of the Credit Agreement, the Credit
Agreement may be amended as set forth in the immediately preceding recital by
the written agreement of the Borrower and the Banks;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined
-------------
herein shall have the meanings assigned to such terms in the Credit Agreement.
2. Amendments. (a) The definition of Commitment Termination Date set
----------
forth in Section 1.1 of the Credit Agreement is hereby amended by deleting the
date "January 15, 1994" where it appears therein and replacing it with the date
"January 11, 1995".
(b) Exhibit A is hereby amended in its entirety and replaced with Schedule
I attached hereto.
3. Representations and Warranties. In order to induce the Banks to enter
------------------------------
into this Amendment, the Borrower hereby (a) makes to each of them each of the
representations, warranties and agreements contained in Section 3 of the
Credit Agreement, in each case on the date hereof after giving effect to this
Amendment, and (b) represents and warrants that there exists no Event of
Default, in each case on the date hereof and after giving effect to this
Amendment.
4. Counterparts. This Amendment may be executed simultaneously in two or
------------
more counterparts, each of which shall be deemed to be an original, and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
5. Agreement Not Otherwise Amended. Terms and provisions of the Credit
-------------------------------
Agreement not amended hereby shall continue to remain in full force and effect.
6. Governing Law. This Amendment and the rights and obligations of the
-------------
parties hereunder shall be construed in accordance with and governed by the
laws of the State of New York.
IN WITNESS WHEREOF, each of the parties hereto has executed, or caused to
be executed on its behalf, this Amendment, all on the date first above written.
ALCO STANDARD
By SIGNATURE APPEARS HERE
---------------------------------
Title: Treasurer
DEUTSCHE BANK AG, CAYMAN ISLANDS
BRANCH
By /s/ Bowen T. Depke
---------------------------------
Title: Assistant Vice President
By /s/ Rolf-Peter Mikolayczyk
---------------------------------
Title: Director
-2-
THE TORONTO-DOMINION BANK
By /s/ David G. Parker
---------------------------------
Title: Mgr. Cr. Admin.
INSTITUTO BANCARIO SAN PAOLO
DI TORINO SPA
By SIGNATURE APPEARS HERE
---------------------------------
Title: Vice President
THE TOYO TRUST & BANKING CO., LTD.
NEW YORK BRANCH
By SIGNATURE APPEARS HERE
---------------------------------
Title: Vice President
-3-
SCHEDULE I
----------
LIST OF BANKS/COMMITMENTS
-------------------------
Deutsche Bank AG, Cayman Islands Branch DM 122,500,000
The Toronto-Dominion Bank DM 22,500,000
Instituto Bancario San Paolo Di Torino Spa DM 20,000,000
The Toyo Trust & Banking Co., Ltd. New York Branch DM 15,000,000