[EXECUTION COPY]
AMENDMENT NO. 2,
dated as of December 1, 1994
to the
$200,000,000
REVOLVING CREDIT AND ACCEPTANCE AGREEMENT,
dated as of April 21, 1993,
among
Alco Standard Corporation
and
Unisource Canada, Inc.,
as the Borrowers,
The Toronto-Dominion Bank,
Canadian Imperial Bank of Commerce,
Royal Bank of Canada,
Deutsche Bank AG,
New York Branch and/or
Cayman Islands Branch
and
Deutsche Bank (Canada),
as the Banks
and
Toronto Dominion (Texas), Inc.,
as Agent for the Banks
-2-
AMENDMENT NO. 2
to the
REVOLVING CREDIT AND ACCEPTANCE AGREEMENT
THIS AMENDMENT NO. 2 (this "Amendment"), dated as of December 1, 1994, to
---------
the Revolving Credit and Acceptance Agreement, dated as of April 21, 1993 (as
heretofore amended and modified, the "Existing Credit Agreement") among ALCO
-------------------------
STANDARD CORPORATION, an Ohio corporation ("Alco"), UNISOURCE CANADA, INC., a
----
corporation continued under the federal laws of Canada ("Unisource", and
---------
together with Alco, the "Borrowers"), various financial institutions as are or
---------
may become parties thereto (collectively, the "Banks" and individually a "Bank")
----- ----
and TORONTO DOMINION (TEXAS), INC., as agent for the Banks thereunder (in such
capacity, the "Agent");
-----
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrowers, the Banks and the Agent are parties to the Existing
Credit Agreement;
WHEREAS, the Borrowers have requested that certain provisions of the
Existing Credit Agreement be amended;
WHEREAS, the Banks and the Agent are willing, on the terms and subject to
the conditions hereinafter set forth, to grant the requested amendments;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrowers, the Banks and the Agent hereby agree as
follows:
1. Certain Definitions. The following terms (whether or
-------------------
not underscored) when used in this Amendment shall have
the following meanings:
"Agent" is defined in the preamble.
----- --------
"Amended Credit Agreement" means the Existing Credit Agreement as amended
------------------------
by this Amendment.
"Amendment" is defined in the preamble.
--------- --------
"Banks" is defined in the preamble.
----- --------
"Borrowers" is defined in the preamble.
--------- --------
"Effective Date" is defined in Section 4.
-------------- ---------
"Existing Credit Agreement" is defined in the preamble.
------------------------- --------
2. Other Definitions. Terms for which meanings are provided in the
-----------------
Existing Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Amendment with such meanings.
3. Amendments to Existing Credit Agreement. Effective on the Effective
---------------------------------------
Date, the Existing Credit Agreement is hereby amended in accordance with this
Section 3.
- ---------
3.1. Section 1.1 of the Existing Credit Agreement is hereby amended by
adding the following definitions thereto in the appropriate alphabetical order:
"Amendment No. 2" means Amendment No. 2 to the Revolving Credit and
---------------
Acceptance Agreement, dated as of December 1, 1994, among the Borrowers,
the Banks and the Agent.
"Amendment No. 2 Effective Date" means December 1, 1994, the date on
------------------------------
which Amendment No. 2 to the Agreement became effective pursuant to Section
4 of Amendment No. 2.
"1994 Credit Agreement" shall have the meaning assigned to it in
---------------------
Section 2.15.
------------
3.2. Section 1.1 of the Existing Credit Agreement is hereby further amended
by deleting the definition of "Commitment
-2-
Percentage" in its entirety and replacing such definition with the
following:
"Commitment Percentage" shall mean the percentage set forth opposite
---------------------
the name of such Bank on Exhibit A attached to Amendment No. 2, as adjusted
from time to time pursuant each Assignment Agreement.
3.3 Section 1.1 of the Existing Credit Agreement is hereby further amended
by deleting the definition of "Applicable Margin" in its entirety and replacing
such definition with the following:
"Applicable Margin" shall mean, with respect to any Eurodollar Rate
-----------------
Loan of any type and at any time of determination, a margin of .22% above
the interest rate for such type of Loan in the case of Facility A and a
margin of .20% above the interest rate for such type of Loan in the case of
Facility B; provided, however, that if Alco's Funded Debt is rated below
-------- -------
either BBB- by Standard and Poor's Ratings Group or Baa3 by Moody's
Investors Service, Inc., such Facility A margin shall be increased to .345%
and such Facility B margin above shall be increased to .325%.
3.4 Section 1.1 of the Existing Credit Agreement is hereby further amended
by deleting the definition of "Stamping Fee" in its entirety and replacing
such definition with the following:
"Stamping Fee" shall mean the fee charged by any Bank upon creation of
------------
an Acceptance, calculated at a rate per annum equal to .345% for Facility A
and equal to .325% for Facility B, of the face amount of such Acceptance
for the period from the date of creation of such Acceptance to but
excluding the maturity thereof; provided, however, that if Alco's Funded
-------- -------
Debt is rated below either BBB- by Standard and Poor's Ratings Group or
Baa3 by Moody's Investors Service, Inc., such Facility A fee shall be
increased to .470% and such Facility B fee shall be increased to .450%.
3.5. Section 1.1 of the Existing Credit Agreement is hereby further
amended by deleting the definition of "Facility A Amount" in its entirety and
replacing such definition with the following:
-3-
"Facility A Amount" shall mean U.S.$50,000,000, as such amount may be
-----------------
reduced from time to time pursuant to Section 2.7(a) at the option of
--------------
either Borrower.
3.6. Section 1.1 of the Existing Credit Agreement is hereby further
amended by deleting the definition of "Facility B Amount" in its entirety and
replacing such definition with the following:
"Facility B Amount" shall mean U.S.$50,000,000, as such amount may be
-----------------
reduced from time to time pursuant to Section 2.7(a) at the option of
--------------
either Borrower.
3.7 Section 1.1 of the Existing Credit Agreement is hereby further amended
by deleting the definition of "U.S. Dollar Equivalent" in its entirety and
replacing such definition with the following:
"U.S. Dollar Equivalent" of any amount of Canadian Dollars on any date
----------------------
shall mean the equivalent amount in U.S. Dollars, after giving effect to a
conversion of such amount of Canadian Dollars to U.S. Dollars at the mid-
point of the spot rate quoted for wholesale transactions by The Toronto-
Dominion Bank in New York at approximately 11:00 A.M. (New York time) on
such date in accordance with its normal practice, and in the case of Credit
Extensions, calculated as of the later of (i) the date on which such Credit
Extension was made, or (ii) the most recent Recomputation Date.
3.8 Section 1.1 of the Existing Credit Agreement is hereby further amended
by deleting the definition of "Utilization Ratio" in its entirety.
3.9 Section 2.6 (Facility Fees) of the Existing Credit Agreement is hereby
amended in its entirety to read as follows:
"SECTION 2.6. Facility Fees. With respect to each Bank other than
-------------
the Deutsche Bank Parties, the Borrowers jointly and severally agree, and
with respect to the Deutsche Bank Parties, Alco agrees, to pay to the Agent
for the ratable account of each Bank in accordance with such
-4-
Bank's Commitment Percentage, a facility fee (collectively, the "Facility
--------
Fees")
----
(a) during the period from the Closing Date through the Facility A
Commitment Termination Date, at the rate of .08% per annum on the Facility
A Amount, provided, however, that if Alco's Funded Debt is rated below
-------- -------
either BBB - by Standard and Poor's Ratings Group or Baa3 by Moody's
Investors Service, Inc., such Facility A facility fee shall be increased to
.125%, and
(b) during the period from the Closing Date through the Facility B
Commitment Termination Date, at the rate of .10% per annum on the Facility
B Amount, provided, however, that if Alco's Funded Debt is rated below
-------- -------
either BBB - by Standard and Poor's Ratings Group or Baa3 by Moody's
Investors Service, Inc., such Facility B facility fee shall be increased to
.20%,
computed on the basis of a year of 365 days (or 366 days, as the case
may be), payable on the last New York Business Day of each March, June,
September and December and on the relevant Commitment Termination Date."
3.10. Section 2 (The Loans) of the Existing Credit Agreement is hereby
further amended by inserting (in the correct numerical order) a new Section
2.15 to read in its entirety as follows:
"SECTION 2.15. 1994 Credit Agreement. For purposes of this Agreement,
---------------------
certain provisions of the $500,000,000 1994 Credit Agreement, dated as of
December 1, 1994, among Alco and certain of its Subsidiaries, Corestates
Bank, N.A., as agent and the banks named in Exhibit B thereto, together
---------
with all related definitions, exhibits and schedules thereto, attached as
Annex I to Amendment No. 2 (such $500,000,000 1994 Credit Agreement, as in
-------
effect on the Amendment No. 2 Effective Date, being hereinafter referred to
as the "1994 Credit Agreement", the terms defined therein being used herein
---------------------
as therein defined unless otherwise defined herein), are hereby
incorporated herein by reference
-5-
as though specifically set forth in this Section 2.15, mutatis mutandis,
------------ ----------------
and will be deemed to be and to continue in effect for the benefit of the
Banks (as if the Banks held all of the promissory notes under the 1994
Credit Agreement), whether or not the 1994 Credit Agreement remains
outstanding or in effect between any of the parties thereto. All references
in the 1994 Credit Agreement to the "Company" shall for the purposes of
this Agreement be deemed to be a reference to "Alco". Any modification,
amendment or waiver after the Amendment No. 2 Effective Date of any
provision of the 1994 Credit Agreement incorporated herein by reference
shall not be effective with respect to such provision, as incorporated
herein. The Borrowers (as defined in the 1994 Credit Agreement) shall have
no obligations to the Banks under this Agreement with respect to the
promissory notes delivered to the Banks (as defined in the 1994 Credit
Agreement) under the 1994 Credit Agreement."
3.11. Section 6 (Covenants) of the Existing Credit Agreement is hereby
amended in its entirety to read as follows:
"SECTION 6. Covenants. The covenants of the Borrowers (as defined in
---------
the 1994 Credit Agreement) set forth in Article V of the 1994 Credit
Agreement shall be deemed to be the covenants of Alco made herein to the
Banks for purposes of this Agreement on the date hereof to the same extent
and with the same effect as if such covenants were specifically set forth
in full herein and shall be effective until the expiration or prior
termination of each Bank's Commitment or until payment in full of the
Notes, the Acceptance Obligations and other amounts owing hereunder,
whichever is later."
3.12. Amendment to Percentages of the Banks. By their signature below, each
-------------------------------------
of the parties hereto agree that, effective as of the Effective Date, each
Bank's Commitment Percentage under the Existing Credit Agreement is amended to
be the Commitment Percentage set forth opposite such Bank's name on Exhibit A
hereto.
-6-
4. Effective Date. This Amendment shall become effective as of December
--------------
1, 1994 (the "Effective Date"); provided, however, that all of the conditions
-------------- -------- -------
set forth in this Section 4 have been satisfied, whereupon this Amendment shall
---------
be known, and may be referred to, as "Amendment No. 2 to the Revolving Credit
and Acceptance Agreement".
4.1. Execution of Counterparts of this Amendment. The Agent shall have
-------------------------------------------
received executed counterparts of this Amendment duly executed on behalf of each
of the Borrowers, each of the Banks, and the Agent.
4.2. Compliance with Warranties, No Default, etc. On the Effective Date,
-------------------------------------------
the following statements shall be true and correct:
(a) no Event of Default (or event which, with the giving of notice or
lapse of time, or both, would constitute an Event of Default) shall have then
occurred and be continuing; and
(b) the representations and warranties made by the Borrowers in
Section 4 of the Existing Credit Agreement shall be true on and as of such date
- ---------
with the same force and effect as if made on and as of such date;
and the Agent shall have received certificates from the Borrowers to such
effect.
4.3. Legal Details, etc. All documents executed or submitted pursuant
------------------
hereto shall be satisfactory in form and substance to the Agent and its counsel;
the Agent and its counsel shall have received all information, and such
counterpart originals or such certified or other copies of such materials, as
the Agent or its counsel may reasonably request; and all legal matters incident
to the transactions contemplated by this Amendment shall be satisfactory to the
Agent and its counsel.
5. References. References in the Existing Credit Agreement and the Notes
----------
to the term "Agreement" shall hereinafter be deemed to be references to the
Amended Credit Agreement.
-7-
6. Successors and Assigns. This Amendment shall be binding upon and
----------------------
inure to the benefit of the parties hereto and their respective successors and
assigns, subject to Section 11.3 of the Existing Credit Agreement.
------------
7. Expenses. The Borrowers shall pay all out-of-pocket expenses incurred
--------
by the Agent and the Banks in connection with the preparation, negotiation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and disbursements of Mayer, Brown, & Platt, as counsel for the
Agent.
8. Full Force and Effect. Except as expressly amended hereby, all of the
---------------------
representations, warranties, terms, covenants, and conditions of the Existing
Credit Agreement shall remain unchanged and shall remain in full force and
effect in accordance with its terms. The amendments set forth herein shall be
limited precisely as provided for herein to the provisions expressly amended
herein and shall not be deemed to be an amendment of, consent to or modification
of any other term or provision of the Existing Credit Agreement or of any
transaction or further or future action on the part of the Borrowers which would
require the consent of the Banks or the Agent under the Existing Credit
Agreement.
9. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
-------------
UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK.
10. Counterparts. This Amendment may be executed in any number of
------------
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
[Rest of page intentionally left blank]
-8-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
the Existing Credit Agreement to be executed and delivered by their respective
officers thereunto duly authorized as of the day and year first above written.
ALCO STANDARD CORPORATION
By _____________________________
Title:
UNISOURCE CANADA, INC.
By _____________________________
Title:
TORONTO DOMINION (TEXAS), INC.,
as the Agent
By _________________________________
Title:
BANKS
-----
THE TORONTO-DOMINION BANK
By _________________________________
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
-9-
By _________________________________
Title:
ROYAL BANK OF CANADA
By ________________________________
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By ________________________________
Title:
By ________________________________
Title:
DEUTSCHE BANK (CANADA)
By ________________________________
Title:
By ________________________________
Title:
-10-
EXHIBIT A
BANKS' COMMITMENTS AND COMMITMENT PERCENTAGES
Facility A Facility B Commitment
Bank Commitment Commitment Percentage
The Toronto-Dominion Bank U.S.$22,500,000 U.S.$22,500,000 45.0%
- --------------------------------------------------------------------------------
Canadian Imperial Bank of U.S.$10,000,000 U.S.$10,000,000 20.0%
Commerce
- --------------------------------------------------------------------------------
Royal Bank of Canada U.S.$10,000,000 U.S.$10,000,000 20.0%
- --------------------------------------------------------------------------------
Deutsche Bank Parties U.S.$7,500,000 U.S.$7,500,000 15.0%
- --------------------------------------------------------------------------------
TOTAL U.S.$50,000,000 U.S.$50,000,000 100%
==============================================================================
ANNEX I
[1994 CREDIT AGREEMENT]
EXECUTION COPY
AMENDMENT NO. 3,
dated as of March 17, 1995
to the
$200,000,000
REVOLVING CREDIT AND ACCEPTANCE AGREEMENT,
dated as of April 21, 1993,
among
Alco Standard Corporation
and
Unisource Canada, Inc.,
as the Borrowers,
The Toronto-Dominion Bank,
Canadian Imperial Bank of Commerce,
Royal Bank of Canada,
Deutsche Bank AG,
New York Branch and/or
Cayman Islands Branch
and
Deutsche Bank (Canada),
as the Banks
and
Toronto Dominion (Texas), Inc.,
as Agent for the Banks
AMENDMENT NO. 3
to the
REVOLVING CREDIT AND ACCEPTANCE AGREEMENT
THIS AMENDMENT NO. 3 (this "Amendment"), dated as of March 17, 1995, to the
---------
Revolving Credit and Acceptance Agreement, dated as of April 21, 1993 (as
heretofore amended and modified, the "Existing Credit Agreement") among ALCO
-------------------------
STANDARD CORPORATION, an Ohio corporation ("Alco"), UNISOURCE CANADA, INC., a
----
corporation continued under the federal laws of Canada ("Unisource", and
---------
together with Alco, the "Borrowers"), various financial institutions as are or
---------
may become parties thereto (collectively, the "Banks" and individually a "Bank")
----- ----
and TORONTO DOMINION (TEXAS), INC., as agent for the Banks thereunder (in such
capacity, the "Agent");
-----
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrowers, the Banks and the Agent are parties to the Existing
Credit Agreement;
WHEREAS, the Borrowers have requested that certain provisions of the
Existing Credit Agreement be amended;
WHEREAS, the Banks and the Agent are willing, on the terms and subject to
the conditions hereinafter set forth, to grant the requested amendments;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrowers, the Banks and the Agent hereby agree as
follows:
1. Certain Definitions. The following terms (whether or not underscored)
-------------------
when used in this Amendment shall have the following meanings:
"Agent" is defined in the preamble.
----- --------
"Amended Credit Agreement" means the Existing Credit Agreement as amended
------------------------
by this Amendment.
"Amendment" is defined in the preamble.
--------- --------
"Banks" is defined in the preamble.
----- --------
"Borrowers" is defined in the preamble.
--------- --------
"Effective Date" is defined in Section 4.
-------------- ---------
"Existing Credit Agreement" is defined in the preamble.
------------------------- --------
2. Other Definitions. Terms for which meanings are provided in the
-----------------
Existing Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Amendment with such meanings.
3. Amendments to Existing Credit Agreement. Effective on the Effective
---------------------------------------
Date, the Existing Credit Agreement is hereby amended in accordance with this
Section 3.
- ---------
3.1. Section 1.1 of the Existing Credit Agreement is hereby amended by
adding the following definitions thereto in the appropriate alphabetical order:
"Amendment No. 3" means Amendment No. 3 to the Revolving Credit and
---------------
Acceptance Agreement, dated as of March 17, 1995, among the Borrowers, the Banks
and the Agent.
"Amendment No. 3 Effective Date" means February 1, 1995, the date on
------------------------------
which Amendment No. 3 to the Agreement became effective pursuant to Section 4 of
Amendment No. 3.
3.2. Section 2 (The Loans) of the Existing Credit Agreement is hereby
amended by deleting the existing Section 2.15 in its entirety and inserting
therefor a new Section 2.15 to read in its entirety as follows:
"SECTION 2.15. 1994 Credit Agreement. For purposes of this Agreement,
---------------------
certain provisions of the $500,000,000 1994 Credit Agreement, dated as of
December 1, 1994, among Alco
-2-
and certain of its Subsidiaries, Corestates Bank, N.A., as agent and the
banks named in Exhibit B thereto, together with all related definitions,
---------
exhibits and schedules thereto, as amended by the First Amendment thereto,
dated as of February 1, 1995, attached as
Annex I to Amendment No. 3 (such $500,000,000 1994 Credit Agreement, as so
-------
amended and in effect on the Amendment No. 3 Effective Date, being
hereinafter referred to as the "1994 Credit Agreement", the terms defined
---------------------
therein being used herein as therein defined unless otherwise defined
herein), are hereby incorporated herein by reference as though specifically
set forth in this Section 2.15, mutatis mutandis, and will be deemed to be
------------ ----------------
and to continue in effect for the benefit of the Banks (as if the Banks
held all of the promissory notes under the 1994 Credit Agreement), whether
or not the 1994 Credit Agreement remains outstanding or in effect between
any of the parties thereto. All references in the 1994 Credit Agreement to
the "Company" shall for the purposes of this Agreement be deemed to be a
reference to "Alco". Any modification, amendment or waiver after the
Amendment No. 3 Effective Date of any provision of the 1994 Credit
Agreement incorporated herein by reference shall not be effective with
respect to such provision, as incorporated herein. The Borrowers (as
defined in the 1994 Credit Agreement) shall have no obligations to the
Banks under this Agreement with respect to the promissory notes delivered
to the Banks (as defined in the 1994 Credit Agreement) under the 1994
Credit Agreement."
4. Effective Date. This Amendment shall become effective as of February
--------------
1, 1995 (the "Effective Date"), provided all of the conditions set forth in this
--------------
Section 4 shall have been satisfied, whereupon this Amendment shall be known,
- ---------
and may be referred to, as "Amendment No. 3 to the Revolving Credit and
Acceptance Agreement".
4.1. Execution of Counterparts of this Amendment. The Agent shall have
-------------------------------------------
received executed counterparts of this Amendment duly executed on behalf of each
of the Borrowers, each of the Banks, and the Agent.
-3-
4.2. Compliance with Warranties, No Default, etc. On the Effective Date,
-------------------------------------------
the following statements shall be true and correct:
(a) no Event of Default (or event which, with the giving of notice
or lapse of time, or both, would constitute an Event of Default) shall have
then occurred and be continuing; and
(b) the representations and warranties made by the Borrowers in
Section 4 of the Existing Credit Agreement shall be true on and as of such
---------
date with the same force and effect as if made on and as of such date;
and the Agent shall have received certificates from the Borrowers to such
effect.
4.3. Legal Details, etc. All documents executed or submitted pursuant
------------------
hereto shall be satisfactory in form and substance to the Agent and its counsel;
the Agent and its counsel shall have received all information, and such
counterpart originals or such certified or other copies of such materials, as
the Agent or its counsel may reasonably request; and all legal matters incident
to the transactions contemplated by this Amendment shall be satisfactory to the
Agent and its counsel.
5. References. References in the Existing Credit Agreement and the Notes
----------
to the term "Agreement" shall hereinafter be deemed to be references to the
Amended Credit Agreement.
6. Successors and Assigns. This Amendment shall be binding upon and
----------------------
inure to the benefit of the parties hereto and their respective successors and
assigns, subject to Section 11.3 of the Existing Credit Agreement.
------------
7. Expenses. The Borrowers shall pay all out-of-pocket expenses incurred
--------
by the Agent and the Banks in connection with the preparation, negotiation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and disbursements of Mayer, Brown, & Platt, as counsel for the
Agent.
-4-
8. Full Force and Effect. Except as expressly amended hereby, all of the
---------------------
representations, warranties, terms, covenants, and conditions of the Existing
Credit Agreement shall remain unchanged and shall remain in full force and
effect in accordance with its terms. The amendments set forth herein shall be
limited precisely as provided for herein to the provisions expressly amended
herein and shall not be deemed to be an amendment of, consent to or modification
of any other term or provision of the Existing Credit Agreement or of any
transaction or further or future action on the part of the Borrowers which would
require the consent of the Banks or the Agent under the Existing Credit
Agreement.
9. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
-------------
UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK.
10. Counterparts. This Amendment may be executed in any number of
------------
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
[Rest of page intentionally left blank]
-5-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to
the Existing Credit Agreement to be executed and delivered by their respective
officers thereunto duly authorized as of the day and year first above written.
ALCO STANDARD CORPORATION
By
-----------------------------
Title:
UNISOURCE CANADA, INC.
By
-----------------------------
Title:
TORONTO DOMINION (TEXAS), INC.,
as the Agent
By
-----------------------------
Title:
BANKS
-----
THE TORONTO-DOMINION BANK
By
-----------------------------
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
-6-
By
-----------------------------
Title:
ROYAL BANK OF CANADA
By
-----------------------------
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By
-----------------------------
Title:
By
-----------------------------
Title:
DEUTSCHE BANK (CANADA)
By
-----------------------------
Title:
By
-----------------------------
Title:
-7-
ANNEX I
[EXECUTION COPY]
AMENDMENT NO. 4
dated as of March 26, 1996
to the
$200,000,000
(as reduced to $100,000,000 pursuant to Amendment No. 2,
dated as of December 1, 1994)
REVOLVING CREDIT AND ACCEPTANCE AGREEMENT
dated as of April 21, 1993
among
Alco Standard Corporation
and
Unisource Canada, Inc.,
Borrowers,
The Toronto-Dominion Bank,
Canadian Imperial Bank of Commerce,
Royal Bank of Canada,
Deutsche Bank AG,
New York Branch and/or
Cayman Islands Branch,
and
Deutsche Bank (Canada)
as the Banks
and
Toronto Dominion (Texas), Inc.,
as Agent for the Banks
-2-
AMENDMENT NO. 4
to the
REVOLVING CREDIT AND ACCEPTANCE AGREEMENT
THIS AMENDMENT NO. 4 (this "Amendment"), dated as of March 26, 1996, to the
---------
Revolving Credit and Acceptance Agreement, dated as of April 21, 1993 (as
heretofore amended and modified, the "Existing Credit Agreement") among ALCO
-------------------------
STANDARD CORPORATION, an Ohio corporation ("Alco"), UNISOURCE CANADA, INC., a
corporation continued under the federal laws of Canada ("Unisource", and
---------
together with Alco, the "Borrowers"), various financial institutions as are or
---------
may become parties hereto (collectively, the "Banks" and individually a "Bank")
----- ----
and TORONTO DOMINION (TEXAS), INC., as agent for the Banks under this agreement
(in such capacity, the "Agent");
-----
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrowers, the Banks and the Agent are parties to the Existing
Credit Agreement;
WHEREAS, the Borrowers have requested that (1) the Scheduled Facility A
Commitment Termination Date be extended pursuant to Section 2.14 of the Existing
------------
Credit Agreement and (2) the Facility B Commitment Termination Date be extended;
WHEREAS, the Banks and the Agent are willing, on the terms and subject to
the conditions hereinafter set forth, to grant the requested amendments and to
so extend the Scheduled Facility A Commitment Termination Date and to so extend
the Facility B Commitment Termination Date;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrowers, the Banks and the Agent hereby agree as
follows:
1. Certain Definitions. The following terms (whether or not underscored)
-------------------
when used in this Amendment shall have the following meanings:
"Agent" is defined in the preamble.
----- --------
"Amended Credit Agreement" means the Existing Credit Agreement as amended
------------------------
by this Amendment.
"Amendment" is defined in the preamble.
--------- --------
"Banks" is defined in the preamble.
----- --------
"Borrowers" is defined in the preamble.
--------- --------
"Effective Date" is defined in Section 4.
-------------- ---------
"Existing Credit Agreement" is defined in the preamble.
------------------------- --------
2. Other Definitions. Terms for which meanings are provided in the
-----------------
Existing Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Amendment with such meanings.
3. Amendments to Existing Credit Agreement. Effective on the Effective
---------------------------------------
Date, the Existing Credit Agreement is hereby amended in accordance with this
Section 3.
- ---------
3.1. Section 1.1 (Definitions). Clause (a) of the definition of "Facility
-------------------------
B Commitment Termination Date" in Section 1.1 of the Existing Agreement is
-----------
hereby amended to read as follows: "(a) April 17, 1997, or".
3.2. Section 2.14. (Extension of Scheduled Facility A Commitment
-----------------------------------------------------------
Termination Date). Pursuant to Section 2.14 of the Existing Credit Agreement,
- ----------------- ------------
the Scheduled Facility A Commitment Termination Date is hereby extended to April
17, 1997. Each of the Borrowers, each of the Banks, and the Agent hereby waives
any requirement of notice specified in Section 2.14 of the Existing Credit
------------
Agreement.
4. Effective Date. This Amendment shall become effective as of April
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17, 1996 (the "Effective Date"); provided, however, that all of the conditions
-------------- -------- -------
set forth in this Section 4 have been
---------
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satisfied, whereupon this Amendment shall be known, and may be referred to, as
"Amendment No. 4 to the Revolving Credit and Acceptance Agreement".
4.1. Execution of Counterparts of this Amendment. The Agent shall have
-------------------------------------------
received executed counterparts of this Amendment duly executed on behalf of each
of the Borrowers, each of the Banks, and the Agent.
4.2. Compliance with Warranties, No Default, etc. On the Effective Date,
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the following statements shall be true and correct:
(a) no Event of Default (or event which, with the giving of notice
or lapse of time, or both, would constitute an Event of Default) shall have
then occurred and be continuing; and
(b) the representations and warranties made by the Borrowers in
Section 4 of the Existing Credit Agreement shall be true on and as of such
---------
date with the same force and effect as if made on and as of such date;
and the Agent shall have received certificates from the Borrowers to such
effect.
4.3. Legal Details, etc. All documents executed or submitted pursuant
------------------
hereto shall be satisfactory in form and substance to the Agent and its counsel;
the Agent and its counsel shall have received all information, and such
counterpart originals or such certified or other copies of such materials, as
the Agent or its counsel may reasonably request; and all legal matters incident
to the transactions contemplated by this Amendment shall be satisfactory to the
Agent and its counsel.
5. References. References in the Existing Credit Agreement and the
----------
Notes to the term "Agreement" shall hereinafter be deemed to be references to
the Amended Credit Agreement.
6. Successors and Assigns. This Amendment shall be binding upon and
----------------------
inure to the benefit of the parties hereto and their
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respective successors and assigns, subject to Section 10.10 of the Existing
-------------
Credit Agreement.
7. Full Force and Effect. Except as expressly amended hereby, all of
---------------------
the representations, warranties, terms, covenants, and conditions of the
Existing Credit Agreement shall remain unchanged and shall remain in full force
and effect in accordance with its terms. The amendments set forth herein shall
be limited precisely as provided for herein to the provisions expressly amended
herein and shall not be deemed to be an amendment of consent to or modification
of any other term or provision of the Existing Credit Agreement or of any
transaction or further or future action on the part of the Borrowers which would
require the consent of the Banks or the Agent under the Existing Credit
Agreement.
8. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
-------------
UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
9. Counterparts. This Amendment may be signed in any number of
------------
counterparts with the same effect as if the signatures thereto were upon the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to
the Credit Agreement to be executed and delivered by their respective officers
thereunto duly authorized as of the day and year first above written.
ALCO STANDARD CORPORATION
By
--------------------------------
Title:
UNISOURCE CANADA, INC.
By
--------------------------------
Title:
TORONTO DOMINION (TEXAS), INC.,
as the Agent
By
--------------------------------
Title:
THE BANKS
---------
THE TORONTO-DOMINION BANK
By
--------------------------------
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
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By
--------------------------------
Title:
ROYAL BANK OF CANADA
By
--------------------------------
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By
--------------------------------
Title:
By
--------------------------------
Title:
DEUTSCHE BANK CANADA
By
--------------------------------
Title:
By
--------------------------------
Title:
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