IKON OFFICE SOLUTIONS INC
10-K, EX-4.7, 2000-12-29
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                                  Exhibit 4.7
<PAGE>

                    AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
                    ---------------------------------------

     AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this "Amendment"), dated as of
February 28, 2000, among IKON Office Solutions, Inc. (formerly known as Alco
Standard Corporation, 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.

                                  WITNESSETH:
                                  ----------

     WHEREAS, the Borrowers, the Banks and the Agents 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 "Maturity
         -----------------------------------
Date" in Section 1.01 of the Credit Agreement is hereby amended by deleting the
date "February 29, 2000" and replacing it with the date "August 30, 2000".

     (b)  Section 12.07(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:

     (b)  All computations of interest, Facility Fee and Fees hereunder shall be
made on the basis of a year of 360 days (365 days for computations of interest
with respect to loans for which the Loan Currency is British Pounds Sterling)
for the actual number of days (including the first day but excluding the last
day) occurring in the period for which such interest, Facility Fee or Fees are
payable.

     2.  Representations and Warranties.  In order to induce the Banks and the
         -------------------------------
Agent to enter into this Amendment, each Borrower hereby represents and warrants
that:

     (a)  no Default or Event of Default exists or will exist as of the date
hereof and after giving effect to this Amendment; and

     (b)  as of the date hereof, after 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.
<PAGE>

     3.  GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         --------------
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF 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 not be deemed to be an amendment, consent, waiver or
modification of any other term or conditions 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 Agreement,
any other Credit Document or any of the instruments or agreements referred to
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.



                                             IKON OFFICE SOLUTIONS, INC.


                                             By________________________________
                                               Name:
                                               Title:


                                             By________________________________
                                               Name:
                                               Title:


                                             IKON OFFICE SOLUTIONS, S.A.

                                             By________________________________
                                               Name:
                                               Title:


                                             By________________________________

<PAGE>

                                               Name:
                                               Title:


                                             IKON OFFICE SOLUTIONS EUROPE PLC

                                             By________________________________
                                               Name:
                                               Title:


                                             By________________________________
                                               Name:
                                               Title:


                                             DEUTSCHE BANK AG, NEW YORK BRANCH
                                             AND CAYMAN ISLANDS BRANCH

                                             By________________________________
                                               Name:
                                               Title:


                                             By________________________________
                                               Name:
                                               Title:


                                             BANK ONE, NA (Main Office Chicago)

                                             By________________________________
                                               Name:
                                               Title:


                                             DEUTSCHE BANK AG, NEW YORK BRANCH,
                                             AS AGENT

                                             By________________________________
                                               Name:
                                               Title:


                                             By________________________________
                                               Name:
                                               Title:




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