EXHIBIT 4.8
AMENDMENT AGREEMENT No. 1
-------------------------
This AMENDMENT AGREEMENT, dated as of September 30, 1995, is entered into
between Alco Standard Corporation (the "Company") and The Prudential Insurance
Company of America ("Prudential").
WHEREAS, the Company and Prudential have entered into that certain
Assumption Agreement and Amended and Restated Note Agreement, dated as of May
13, 1994 (the "Note Agreement"); and
WHEREAS, the Company wishes to amend certain provisions of the Note
Agreement and Prudential has agreed to the amendments set forth below;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Paragraph 6A. Paragraph 6A is amended and restated in its entirety to
------------
read as follows:
"6A(1) Funded Debt to Net Worth Ratios. Senior Funded Debt of the
Company and its Consolidated Subsidiaries (x) to exceed 45% of the sum of
Senior Funded Debt and Subordinated Funded Debt of the Company and its
Consolidated Subsidiaries plus the consolidated minority interest
obligations shown on the most recently delivered consolidated balance sheet
of the Company and its Consolidated Subsidiaries and the Consolidated Net
Worth of the Company and its Consolidated Subsidiaries, or (y) plus
Subordinated Funded Debt of the Company and its Consolidated Subsidiaries,
taken together, to exceed 55% of the sum of Senior Funded Debt and
Subordinated Funded Debt of the Company and its Consolidated Subsidiaries
plus the consolidated minority interest obligations shown on the most
recently delivered consolidated balance sheet of the Company and its
Consolidated Subsidiaries and the Consolidated Net Worth of the Company and
its Consolidated Subsidiaries; and
6A(2) Interest Coverage Ratios. The consolidated earnings (before
reduction for taxes and after interest expense has been added back) of the
Company and its Consolidated Subsidiaries for the most recent four quarters
to be less than 3.5 times the consolidated interest expense of the Company
and its Consolidated Subsidiaries for such four quarters. For purposes of
calculating such ratio, (a) the Finance Leasing Subsidiaries shall be
treated as if they were accounted for under the equity accounting method
(i.e., the net or deficit of their income over their
expenses shall be taken into account in determining consolidated earnings
of the Company and its Consolidated Subsidiaries but their aggregate
interest expense shall not be added to the consolidated interest expense of
the Company and its Consolidated Subsidiaries) and (b) the amount of either
unusual or special non-operating gains or unusual or special non-operating
losses during such four quarters that, in either the case of losses or
gains, exceed, individually or in the aggregate, U.S. $25,000,000 shall be
excluded. The total of either such gains or such losses up to and including
U.S. $25,000,000 of either or both is to be included in the consolidated
earnings for purposes of calculating compliance with this clause (iii); and
6A(3) Contingent Liabilities. Contingent Liabilities to exceed the
sum of U.S. $20,000,000 plus 10% of Consolidated Net Worth."
2. Xxxxxxxxx 0X. Xxxxxxxxx 6B of the Note Agreement is hereby amended and
------------
restated in its entirety as follows:
"6B. [Intentionally left blank]"
3. Paragraph 6C(6). Paragraph 6C(6) of the Note Agreement is hereby
---------------
amended and restated in its entirety as follows:
"6C(6). [Intentionally left blank]"
4. Paragraph 7A(xii). Paragraph 7A(xii) of the Note Agreement is amended
-----------------
by deleting the phrase "6A(3)" and inserting in place thereto the phrase
"6A(2)."
5. Miscellaneous.
-------------
(a) Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Note Agreement.
(b) The Note Agreement, as amended by this Amendment Agreement, is
and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
(c) This Amendment Agreement may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which constitute one and the same Agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to set their hands below as of the day and year first above written.
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ (Signature Appears Here)
---------------------------------
Vice President
ALCO STANDARD CORPORATION
By: /s/ (Signature Appears Here)
---------------------------------
Title: Vice President and
Treasurer
3
