EXHIBIT 4.3
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement, dated as of February 1, 1995, is
between and among ALCO STANDARD CORPORATION, an Ohio Corporation (the
"Company"), those subsidiaries of the Company set forth in Exhibit A hereto (the
"Subsidiary Borrowers"), the banking institutions set forth in Exhibit B hereto
(the "Banks") and CORESTATES BANK, N.A., as agent for the Banks (the "Agent").
BACKGROUND
The Company, the Subsidiary Borrowers, the Banks and the Agent are parties
to a Credit Agreement dated December 1, 1994 (the "Agreement"). Such parties
wish to amend the Agreement in the manner set forth in this First Amendment to
Credit Agreement (the "First Amendment").
NOW THEREFORE, in consideration of the premises and intending to be legally
bound, the parties hereto agree as follows:
1. The definition of "Finance Leasing Subsidiaries" contained in Section
1.1 of the Agreement is hereby amended in its entirety so that such definition,
as so amended, shall read as follows:
"Finance Leasing Subsidiaries" shall mean Alco Capital Resource, Inc.,
----------------------------
a Delaware corporation, Alco Capital Resource Canada Limited, a
Canadian corporation, TNL Financial, Inc., a Texas corporation,
Xxxxxxx Capital Limited, an English company, and their respective
successor corporations.
2. Section 5.2 of the Agreement, entitled "Funded Debt to Net Worth
Ratio," shall be amended by inserting at the end of such section the following
additional sentence:
"For purposes of calculating such ratio, Finance Leasing Subsidiaries
shall be excluded from the definition of `Consolidated Subsidiaries.'"
3. This First Amendment shall be effective once each of the Company, the
Subsidiary Borrowers, the Banks and the Agent have executed and delivered this
First Amendment (which may be in counterparts) to the Agent.
4. Each of the Company and the Subsidiary Borrowers represents and
warrants to the Banks that the execution and delivery of this First Amendment
have been duly authorized by all necessary corporate or company action on its
part and this First Amendment is the legal, valid and binding obligation of such
corporation or company, enforceable against such corporation or company in
accordance with its terms.
5. Except as expressly amended hereby, all of the terms and conditions of
the Agreement shall remain in effect, and the amendments provided for herein
shall be limited precisely as set forth herein.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed by their respective officers of the date first above written.
ALCO STANDARD CORPORATION
By: /s/ Signature
----------------------------
Title: [Title]
XXXXXXX HOUSE GROUP PLC XXXXXXX LIMITED
By: /s/ Signature By: /s/ Signature
----------------------------- ----------------------------
Title: [Title] Title: [Title]
CORESTATES BANK, N.A.,
BANK ONE, COLUMBUS, NA for itself and as Agent
By: /s/ Signature By: /s/ Signature
----------------------------- ----------------------------
Title: [Title] Title: [Title]
FIRST BANK NATIONAL
ASSOCIATION SHAWMUT BANK CONNECTICUT, N.A.
By: /s/ Signature By: /s/ Signature
----------------------------- ----------------------------
Title: [Title] Title: [Title]
CHEMICAL BANK NATIONSBANK OF NORTH CAROLINA, N.A.
By: /s/ Signature By: /s/ Signature
----------------------------- ----------------------------
Title: [Title] Title: [Title]
-0-
XXX XXXXX XXXXXXXXX
BANK, N.A. TRUST COMPANY BANK
By: /s/ Signature By: /s/ Signature
------------------------------- -----------------------------
Title: [Title] Title: [Title]
FIRST FIDELITY BANK,
THE TORONTO-DOMINION BANK NATIONAL ASSOCIATION
By: /s/ Signature By: /s/ Signature
------------------------------- -----------------------------
Title: [Title] Title: [Title]
BANK OF AMERICA ILLINOIS SOCIETY NATIONAL BANK
By: /s/ Signature By: /s/ Signature
------------------------------- -----------------------------
Title: [Title] Title: [Title]
FIRST INTERSTATE BANK OF DEUTSCHE BANK AG, NEW YORK BRANCH
CALIFORNIA AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Signature By: /s/ Signature
------------------------------- -----------------------------
Title: [Title] Title: [Title]
By: /s/ Signature By: /s/ Signature
------------------------------- -----------------------------
Title:[Title] Title: [Title]
-3-
EXHIBIT A
SUBSIDIARY BORROWERS
Xxxxxxx Limited
Xxxxxxx House Group PLC
A-1
EXHIBIT B
BANKING INSTITUTIONS
CoreStates Bank, N.A.
Deutsche Bank AG
The Toronto-Dominion Bank
Bank of America Illinois
The Chase Manhattan Bank, N.A.
Chemical Bank
NationsBank of North Carolina, N.A.
Shawmut Bank Connecticut, N.A.
Trust Company Bank
Bank One, Columbus, NA
First Bank National Association
First Fidelity Bank, National Association
First Interstate Bank of California
Society National Bank
B-1
