Revolving Credit & Acceptance Agreement Amendments

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


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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


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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:


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"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


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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


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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.


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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 b ...