EXHIBIT 4.3
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
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AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this "AGREEMENT"), dated as of
August 30, 1999, among IKON Office Solutions, Inc. (formerly known as Alco
Standard corporate, and referred to herein as the "Company"), IKON Office
Solutions, S.A. (Formerly known as Axion, S.A. and referred to herein as "IKON
France"), IKON Office Solutions Europe PLC ("IKON U.K." and together with the
Company and IKON France, collectively referred to herein as the "Borrowers"),
various banks (the "Banks") and Deutsche Bank AG, New York Branch, as agent (the
"Agent"). All capitalized terms defined in the hereinafter defined Credit
Agreement shall have the same meaning when used herein unless otherwise defined
herein.
W I T N E S S E T H:
Whereas, the Borrowers, the Banks and the Agent are parties to a Credit
Agreement, dated as of August 30, 1996 (as in effect on the date hereof the
"Credit Agreement:");
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Amendments to the Credit Agreement. (a) The definition of "Eurocurrency
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Rate" in Section 1.01 to the Credit Agreement is hereby amended by deleting the
percentage "0.20%" and replacing it with the percentage "0.625%".
(a) The definition of "Maturity Date" in Section 1.01 of the Credit
Agreement is hereby amended by deleting the date "August 30, 1999" and replacing
it with the date "February 29, 2000".
(b) Schedule I of the Credit Agreement is hereby amended in its entirety
to the form attached hereto as Annex A.
2. Representation and Warranties. In order to induce the Banks and the
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Agent to enter into this Amendment, each Borrower hereby represents and warrants
that:
(a) no Default or Event of Default exists or will exists as of the date
hereof and after giving effect to this Amendment; and
(b) as of the date hereof, after giving effect to this Amendment, all
representations, warranties, and agreements of the Borrower contained in the
Credit Agreement will be true and correct in all material respects.
3. GOVERNING LAW THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
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PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF
EXHIBIT 4.3
NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF.
4. Agreement Not Otherwise Amended. This Amendment is limited precisely
as written and shall no be deemed to be an amendment, consent, waiver or
modification of any other term or condition of the Credit Agreement, any other
Credit Document, or any of the instruments or agreements referred to therein, or
prejudice any right or rights which the Banks, the Agent or any of them may now
have or may have in the future under or in connection with the Credit therein.
Except as expressly modified hereby, the terms and provisions of the Credit
Agreement shall continue in full force and effect. Whenever the Credit
Agreement is referred to in the Credit Agreement, any other Credit Document or
any of the instruments, agreements or other documents or papers executed and
delivered in connection therewith, it shall be deemed to be a reference to the
Credit Agreement as modified hereby.
5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.
By: /s/ Michael J. Dillon IKON OFFICE SOLUTIONS, INC.
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Name: Michael J. Dillon By: /s/ J. F. Quinn
Title: Vice President & Controller ----------------
Name: J. F. Quinn
Title: Treasurer
By: /s/ Carlyle Singer IKON OFFICE SOLUTIONS, S.A.
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Name: Carlyle Singer By: ______________________
Title: President Director General Name:
IKON France Title:
By: /s/ David Mills
----------------
Name: David Mills
Title: Vice President
EXHIBIT 4.3
By: /s/ Michael J. Dillon IKON OFFICE SOLUTIONS EUROPE
--------------------- PLC
Name: Michael J. Dillon
Title: Vice President & Controller
By: /s/ J. F. Quinn
----------------
Name: J. F. Quinn
Title: Treasurer
DEUTSCHE BANK AG, NEW YORK
BRANCH AND CAYMAN ISLANDS
BRANCH
By: _________________________
Name:
Title:
By: _________________________
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By: _________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK
BRANCH, AS AGENT
By: _________________________
Name:
Title:
By: _________________________
Name:
Title:
EXHIBIT 4.3
IKON OFFICE SOLUTIONS EUROPE
PLC
By: ________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK
BRANCH AND CAYMAN ISLANDS
BRANCH
By: /s/ Hans-Josef Thiele
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Name: Hans-Josef Thiele
Title: Director
By: /s/ Ira Lubinsky
----------------
Name: Ira Lubinsky
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By: _________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK
BRANCH, AS AGENT
By: /s/ Hans-Josef Thiele
---------------------
Name: Hans-Josef Thiele
Title: Director
By: /s/ Ira Lubinsky
----------------
Name: Ira Lubinsky
Title: Vice President
EXHIBIT 4.3
IKON OFFICE SOLUTIONS EUROPE
PLC
By: _________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK
BRANCH AND CAYMAN ISLANDS
BRANCH
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ Jeffrey Lubatka
-------------------
Name: Jeffrey Lubatka
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
BRANCH, AS AGENT
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
EXHIBIT 4.3
ANNEX A
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SCHEDULE I
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SCHEDULE OF COMMITMENTS
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Bank Commitment
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Deutsche Bank AG, New York Branch $25,000,000
And/or Cayman Island Branch
The First National Bank of Chicago 25,000,000
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Total Commitment $50,000,000