<PAGE>

                                                                 EXHIBIT 10.36a

                                       
                    FIRST AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT AND WAIVER


     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER 
is dated as of the 7th day of February, 1997, and entered into among NU-KOTE 
HOLDINGS, INC., a Delaware corporation ("Holding"), NU-KOTE INTERNATIONAL, 
INC., a Delaware corporation  ("Company"), the Lenders signatory hereto, 
BARCLAYS BANK PLC, in its capacity as documentation agent ("Documentation 
Agent") and NATIONSBANK OF TEXAS, N.A., a national banking association, as 
administrative agent and collateral agent (in such capacities, "Agent").
                                       
                                  WITNESSETH:

     WHEREAS, Holding, Company, Lenders, Documentation Agent and Agent 
entered into an Amended and Restated Credit Agreement, dated as of October 
15, 1996 ("Credit Agreement");

     WHEREAS, Holding and Company have requested that Lenders waive during 
the period starting on December 27, 1996, to March 30, 1997, inclusive (the 
"Waiver Period"), the Event of Default arising from non-compliance with 
Section 6.6A of the Credit Agreement for the fiscal quarter ended December 
27, 1996;

     WHEREAS, Lenders and Agent have agreed to grant the request of Holding 
and Company and to modify the Credit Agreement upon the terms and conditions 
set forth below.

     NOW, THEREFORE, for valuable consideration hereby acknowledged, Holding, 
Company, Lenders, Documentation Agent and Agent agree as follows:

     SECTION 1.  DEFINITIONS.  Unless specifically defined or redefined 
below, capitalized terms used herein shall have the meanings ascribed thereto 
in the Credit Agreement.

     SECTION 2.  MAXIMUM OUTSTANDING.  Notwithstanding anything to the 
contrary in the Credit Agreement, Total Utilization of Revolving Credit 
Commitments shall not exceed $95,000,000, starting on February 7, 1997, 
through the end of the Waiver Period.

     SECTION 3.  APPLICABLE MARGIN.  Notwithstanding anything to the contrary 
in the definition of "Applicable Margin" in Section 1.1 of the Credit 
Agreement, the Applicable Margin shall be 1.50% per annum, starting on 
February 7, 1997, through the end of the Waiver Period.

     SECTION 4.  WAIVERS.  (a) Subject to the terms and conditions hereof, 
Lenders hereby waive, but only during the Waiver Period, the Specified 
Default (hereinafter defined); PROVIDED, HOWEVER, that Lenders' waiver of the 
Specified Default and their rights and remedies as a result of the occurrence 
thereof shall not constitute and shall not be deemed to constitute a waiver 
of any other Event of Default, whether arising as a result of further 
violations of any provision of the Credit Agreement previously violated by 
Holding or Company, or a waiver of any rights and 

<PAGE>

remedies arising as a result of such other Events of Default.  As used 
herein, "SPECIFIED DEFAULT" shall mean the failure of Holding and Company to 
observe the covenant set forth in Section 6.6A of the Credit Agreement for 
the fiscal quarter ended December 27, 1996.  At the end of the Waiver Period, 
the waiver of the Specified Default will automatically terminate.

     (b)  In consideration of Lenders' waiver of the Specified Default and 
certain other good and valuable consideration, Holding and Company each 
hereby expressly acknowledge and agree that neither of them has any setoffs, 
counterclaims, adjustments, recoupments, defenses, claims or actions of any 
character, whether contingent, non-contingent, liquidated, unliquidated, 
fixed, matured, unmatured, disputed, undisputed, legal, equitable, secured or 
unsecured, known or unknown, against any Lender, Documentation Agent or Agent 
or any grounds or cause for reduction, modification or subordination of the 
Obligations or any liens or security interests of any Lender or the 
Collateral Agent.  To the extent Holding or Company may possess any such 
setoffs, counterclaims, adjustments, recoupments, claims, actions, grounds or 
causes, each of Holding and Company hereby waives, and hereby releases each 
Lender, Documentation Agent and Agent from, any and all of such setoffs, 
counterclaims, adjustments, recoupments, claims, actions, grounds and causes, 
such waiver and release being with full knowledge and understanding of the 
circumstances and effects of such waiver and release and after having 
consulted counsel with respect thereto.

     SECTION 5.  CONDITIONS PRECEDENT.  This Amendment and Waiver shall not 
be effective until all proceedings of Company taken in connection herewith 
and the transactions contemplated hereby shall be satisfactory in form and 
substance to Documentation Agent, Agent and Lenders, and each of the 
following conditions precedent shall have been satisfied:

          (a)  All fees and expenses, including legal and other professional
     fees and expenses incurred, payable on or prior to the date of this
     Amendment and Waiver to Agent, including, without limitation, the fees and
     expenses of its counsel, shall have been paid to the extent that same had
     been billed prior to the date of this Amendment and Waiver.

          (b)  Agent and each Lender shall have received each of the following,
     in form and substance satisfactory to Agent, Lenders and Agent's counsel in
     their sole and absolute discretion:

               (1)  a certificate of Holding and Company certifying (i) as to
          the accuracy, after giving effect to this Amendment and Waiver, of the
          representations and warranties set forth in Section 4 of the Credit
          Agreement, the other Loan Documents and in this Amendment and Waiver,
          and (ii) that there exists no Potential Event of Default or Event of
          Default, after giving effect to this Amendment and Waiver, and the
          execution, delivery and performance of this Amendment and Waiver will
          not cause a Potential Event of Default or Event of Default; and



                                      -2-
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               (2)  such other documents, instruments, and certificates, in form
          and substance reasonably satisfactory to Lenders, as Lenders shall
          deem necessary or appropriate in connection with this Amendment and
          Waiver and the transactions contemplated hereby, including without
          limitation copies of resolutions of the board of directors of each of
          Holding and Company authorizing the transactions contemplated by this
          Amendment and Waiver.

          (c)  Company or Holding shall have paid to Agent for the pro rata
     account of Lenders an amendment fee in the amount of $175,000.

     SECTION 6.  REPRESENTATIONS AND WARRANTIES.  Holding and Company 
represent and warrant to Lenders, Documentation Agent and Agent that (a) this 
Amendment and Waiver constitutes their legal, valid, and binding obligations, 
enforceable in accordance with the terms hereof (subject as to enforcement of 
remedies to any applicable bankruptcy, reorganization, moratorium, or other 
laws or principles of equity affecting the enforcement of creditors' rights 
generally), (b) there exists no Potential Event of Default or Event of 
Default under the Credit Agreement after giving effect to this Amendment and 
Waiver, (c) their representations and warranties set forth in the Credit 
Agreement and other Loan Documents are true and correct on the date hereof 
after giving effect to this Amendment and Waiver, (d) they have complied with 
all agreements and conditions to be complied with by them under the Credit 
Agreement and the other Loan Documents by the date hereof, and (e) the Credit 
Agreement, as amended hereby, and the other Loan Documents remain in full 
force and effect.

     SECTION 7.  EXPENSES OF LENDERS.  Holding and Company hereby jointly and 
severally agree to pay on demand all costs and expenses incurred by Agent, 
including costs and fees of counsel to Agent in connection with the 
preparation, negotiation, review and execution of this Amendment and Waiver 
and the other Loan Documents executed pursuant hereto and any and all 
amendments, modifications and supplements thereto.

     SECTION 8.  FURTHER ASSURANCES.  Holding and Company shall execute and 
deliver such further agreements, documents, instruments, and certificates in 
form and substance satisfactory to Agent, as Agent or any Lender may deem 
necessary or appropriate in connection with this Amendment and Waiver.

     SECTION 9.  CONSENTS OF EUROCURRENCY BORROWERS AND EUROCURRENCY LENDERS. 
Each Eurocurrency Borrower and Eurocurrency Lender by its execution below 
consents and agrees to this Amendment and Waiver and agrees that the 
Eurocurrency Credit Agreement or Eurocurrency Credit Agreements to which it 
is a party are and shall continue to be in full force and effect and are 
hereby ratified and confirmed in all respects except that, upon the 
effectiveness of and on and after the date of this Amendment and Waiver each 
reference to the Credit Agreement, "thereunder", "thereof" or words of like 
import referring to the Credit Agreement shall mean and be a reference to the 
Credit Agreement as amended by this Amendment and Waiver.  Each Eurocurrency 
Borrower agrees that the collateral described in the Eurocurrency Security 
Documents to which it is a party shall continue to secure the payment of the 
indebtedness therein described.



                                      -3-
<PAGE>

     SECTION 10. COUNTERPARTS.  This Amendment and Waiver and the other Loan 
Documents may be executed in any number of counterparts, all of which taken 
together shall constitute one and the same instrument.  In making proof of 
any such agreement, it shall not be necessary to produce or account for any 
counterpart other than one signed by the party against which enforcement is 
sought.  Telecopies of signatures shall be binding and effective as originals.

     SECTION 11. WAIVER OF JURY TRIAL.  TO THE MAXIMUM EXTENT PERMITTED BY 
LAW, HOLDING AND COMPANY EACH HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A 
TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT, EQUITY, OR 
OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT, THE OTHER LOAN 
DOCUMENTS, OR ANY RELATED MATTERS, AND AGREES THAT ANY SUCH DISPUTE SHALL BE 
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

     SECTION 12. GOVERNING LAW.  (a) THIS AGREEMENT AND ALL LOAN DOCUMENTS 
SHALL BE DEEMED CONTRACTS MADE UNDER THE LAWS OF TEXAS AND SHALL BE CONSTRUED 
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS, EXCEPT TO 
THE EXTENT (1) FEDERAL LAWS GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT 
AND INTERPRETATION OF ALL OR ANY PART OF THIS AGREEMENT AND ALL LOAN 
DOCUMENTS OR (2) STATE LAW GOVERNS UCC COLLATERAL INTERESTS FOR PROPERTIES 
OUTSIDE THE STATE OF TEXAS.  WITHOUT EXCLUDING ANY OTHER JURISDICTION, 
HOLDING AND COMPANY EACH AGREES THAT THE COURTS OF TEXAS WILL HAVE 
JURISDICTION OVER PROCEEDINGS IN CONNECTION HEREWITH.

     (b)  HOLDING AND COMPANY EACH HEREBY WAIVES PERSONAL SERVICE OF ANY 
LEGAL PROCESS UPON IT.  IN ADDITION, HOLDING AND COMPANY EACH AGREES THAT 
SERVICE OF PROCESS MAY BE MADE UPON IT BY REGISTERED MAIL (RETURN RECEIPT 
REQUESTED) DIRECTED TO IT AT ITS ADDRESS DESIGNATED FOR NOTICE UNDER THIS 
AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON RECEIPT BY 
IT.  NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF AGENT OR ANY LENDER TO 
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     SECTION 13. ENTIRE AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN 
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE 
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL 
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN 
THE PARTIES.

    [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.  SIGNATURE PAGES FOLLOW.]



                                      -4-
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     IN WITNESS WHEREOF, this Amendment and Waiver is executed as of the date 
first set forth above.


Holding:                               NU-KOTE HOLDING, INC.

                                       By: /s/ STEVEN J. DIPASQUALE
                                          -----------------------------------

                                       Name:   Steven J. Dipasquale
                                           ----------------------------------

                                       Title:  Treasurer
                                             --------------------------------


Company:                               NU-KOTE INTERNATIONAL, INC.

                                       By: /s/ STEVEN J. DIPASQUALE
                                          -----------------------------------

                                       Name:   Steven J. Dipasquale
                                           ----------------------------------

                                       Title:  Treasurer
                                             --------------------------------


Agent:                                 NATIONSBANK OF TEXAS, N.A.

                                       By: /s/ WILLIAM E. LIVINGSTONE
                                          -----------------------------------
                                       Name:   William E. Livingstone, IV
                                       Title:  Senior Vice President


Documentation Agent:                   BARCLAYS BANK PLC

                                       By: /s/ BEN J. MARCIANO
                                          -----------------------------------

                                       Name:   Ben J. Marciano
                                           ----------------------------------

                                       Title:  Vice President
                                             --------------------------------


Lenders and Eurocurrency               NATIONSBANK OF TEXAS, N.A.
Lenders:

Address:                               By: /s/ WILLIAM E. LIVINGSTONE
901 Main Street, 66th Floor               -----------------------------------
Dallas, Texas  75202                   Name:   William E. Livingstone, IV
Attn: Mr. William E. Livingstone, IV   Title:  Senior Vice President
      Senior Vice President
<PAGE>

                                       BARCLAYS BANK PLC

Address:                               By: /s/ BEN J. MARCIANO
222 Broadway                              -----------------------------------
New York, New York 10038
Attn: L. Peter Yetman                  Name:   Ben J. Marciano
      Associate Director                    ---------------------------------

                                       Title:  Vice President
                                             --------------------------------


                                       ABN AMRO BANK, N.V.

Address:                               By: /s/ LAURIE C. TUZO
Three Riverway, Suite 1700                -----------------------------------
Houston, Texas 77056
Attn: Laurie C. Tuzo                   Name:   Laurie C. Tuzo
      Vice President                        ---------------------------------

                                       Title:  Group Vice President
                                             --------------------------------


                                       By: /s/ RONALD A. MAHLE
                                          -----------------------------------

                                       Name:   Ronald A. Mahle
                                            ---------------------------------

                                       Title:  Group Vice President
                                             --------------------------------


                                       COMMERZBANK AKTIENGESELLSCHAFT,
                                       ATLANTA AGENCY

Address:                               By: /s/ ERIC. R. KAGERER
Promenade Two, Suite 3500                 -----------------------------------
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309                 Name:   Eric. R. Kagerer
Attn: Harry P. Yergey                       ---------------------------------
      Vice President
                                       Title:  Vice President
                                             --------------------------------


                                       By: /s/ MARY B. SMITH
                                          -----------------------------------

                                       Name:   Mary B. Smith
                                            ---------------------------------

                                       Title:  Asst. Vice President
                                             --------------------------------


                                       CREDIT LYONNAIS, NEW YORK BRANCH

Address:                               By:
2200 Ross Avenue, Suite 4400 W            -----------------------------------
Dallas, Texas 75201
Attn: Timothy M. O'Connor              Name:
      Assistant Vice President              ---------------------------------

                                       Title:
                                             --------------------------------
<PAGE>

                                       DEUTSCHE BANK, A.G., NEW YORK BRANCH
                                       AND/OR CAYMAN ISLANDS BRANCH

Address:                               By:
31 W. 52nd Street, 24th Floor             -----------------------------------
New York, New York 10019
Attn: Gregory M. Hill                  Name:
      Vice President                        ---------------------------------

                                       Title:
                                             --------------------------------


                                       By:
                                          -----------------------------------

                                       Name:
                                            ---------------------------------

                                       Title:
                                             --------------------------------


                                       FIRST AMERICAN NATIONAL BANK

Address:                               By: /s/ COREY NAPIER
4th & Union Street AA-0310                -----------------------------------
Nashville, Tennessee 37238
Attn: Corey Napier                     Name:   Corey Napier
                                            ---------------------------------

                                       Title:  Vice President
                                             --------------------------------


                                       THE FIRST NATIONAL BANK OF CHICAGO

Address:                               By: /s/ KATHLEEN COMELLA
One First National Plaza                  -----------------------------------
Mail Suite 0364
Chicago, Illinois 60670-0364           Name:   Kathleen Comella
Attn: Stephen C. Price                      ---------------------------------
      Vice President
                                       Title:  Vice President
                                             --------------------------------


                                       SOCIETE GENERALE

Address:                               By: /s/ RICHARD M. LEWIS
Trammell Crow Center                      -----------------------------------
2001 Ross Avenue, Suite 4800
Dallas, Texas 75201                    Name:   Richard M. Lewis
Attn: Richard Lewis                         ---------------------------------
      Vice President
                                       Title:  Vice President
                                             --------------------------------
<PAGE>

CONSENTED AND AGREED TO BY EUROCURRENCY BORROWERS:

PELIKAN SCOTLAND LIMITED

By: /s/ GERARD MCNALLY
   --------------------------------

Name:   Gerard McNally
     ------------------------------

Title:  Director
      -----------------------------


PELIKAN PRODUKTIONS AG

By: /s/ HANS PAFFHAUSEN
   --------------------------------

Name:   Hans Paffhausen
     ------------------------------

Title:  Director
      -----------------------------


PELIKAN HARDCOPY (INTERNATIONAL) AG

By: /s/ HANS PAFFHAUSEN
   --------------------------------

Name:   Hans Paffhausen
     ------------------------------

Title:  Managing Director
      -----------------------------

<PAGE>
                                       
                                    CONSENT


     Each of the undersigned, as Guarantors under a "Subsidiary Guaranty" and 
as grantors under one or more "Subsidiary Security Documents" (as such terms 
are defined in the Credit Agreement referred to in the foregoing Amendment 
and Waiver), each hereby consents and agrees to the foregoing Amendment and 
Waiver and agrees that (i) each Subsidiary Guaranty and Subsidiary Security 
Document is and shall continue to be in full force and effect and is hereby 
ratified and confirmed in all respects except that, upon the effectiveness of 
and on and after the date of such Amendment and Waiver each reference to the 
Credit Agreement, "thereunder", "thereof" or words of like import referring 
to the Credit Agreement shall mean and be a reference to the Credit Agreement 
as amended by such Amendment and Waiver, and (ii) the collateral described in 
the Subsidiary Security Documents shall continue to secure the payment of the 
indebtedness therein described.

                                       FUTURE GRAPHICS, INC.

                                       By: /s/ STEVEN J. DIPASQUALE
                                          -----------------------------------

                                       Name:   Steven J. Dipasquale
                                            ---------------------------------

                                       Title:  Asst. Chief Financial Officer
                                             --------------------------------


                                       INTERNATIONAL COMMUNICATION
                                       MATERIALS, INC.

                                       By: /s/ STEVEN J. DIPASQUALE
                                          -----------------------------------

                                       Name:   Steven J. Dipasquale
                                            ---------------------------------

                                       Title:  Asst. Treasurer
                                             --------------------------------


                                       NU-KOTE IMAGING INTERNATIONAL, INC.

                                       By: /s/ STEVEN J. DIPASQUALE
                                          -----------------------------------

                                       Name:   Steven J. Dipasquale
                                            ---------------------------------

                                       Title:  Asst. Treasurer
                                             --------------------------------


                                       NU-KOTE IMPERIAL, LTD.

                                       By: /s/ STEVEN J. DIPASQUALE
                                          -----------------------------------

                                       Name:   Steven J. Dipasquale
                                            ---------------------------------

                                       Title:  Asst. Treasurer
                                             --------------------------------