Exhibit 10.13
THIS FIRST AMENDMENT TO TRANSFER AGREEMENT (this "Amendment") is made as of
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September 10, 1999, among:
(1) IOS CAPITAL, INC., a Delaware corporation, as originator (the
"Originator"); and
(2) IKON FUNDING-1, LLC, a Delaware limited liability company, as
transferee (the "Transferee").
BACKGROUND
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1. The Originator and the Transferee are parties to a Transfer Agreement,
dated as of December 1, 1998 (the "Transfer Agreement").
2. The parties hereto now desire to amend the Transfer Agreement in
certain respects, as provided below.
AGREEMENT
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ARTICLE I
DEFINITIONS
Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Transfer Agreement.
ARTICLE II
AMENDMENTS
SECTION 2.1. Amendment of the Transfer Agreement. The Transfer Agreement
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is hereby amended to incorporate the changes shown on the marked pages attached
hereto as Exhibit A.
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ARTICLE III
MISCELLANEOUS
SECTION 3.1. Effectiveness. This Amendment shall become effective and be
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deemed effective as of the date first above written upon the receipt by PNC
Bank, National Association (as Agent under the Receivables Transfer Agreement)
of counterparts of this Amendment executed by the parties hereto.
SECTION 3.2. Waiver of Conditions. Each of the parties hereto waives any
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other notice requirements or other conditions to this Amendment or the
transactions contemplated hereby specified in the documents amended hereby or
any related documents.
SECTION 3.3. Effect of Amendments; Ratification. Upon and after the
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effectiveness of this Amendment, (a)(i) this Amendment shall be a part of the
Transfer Agreement and (ii) each reference in the Transfer Agreement to "this
Agreement" and the words "hereof", "herein", "hereunder" and words of like
import, and each reference to the Transfer Agreement in any other related
agreement shall mean and be a reference to the Transfer Agreement, as amended
hereby; and (b) except as expressly amended hereby, the Transfer Agreement shall
remain in full force and effect and is hereby ratified and confirmed by the
parties thereto.
SECTION 3.4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA.
SECTION 3.5. Headings, Etc. Article and Section headings of this
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Amendment are inserted in this Amendment for convenience of reference only and
are not to be considered part of this Amendment for any other purpose.
SECTION 3.6. Counterparts. This Amendment may be executed by the parties
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hereto in separate counterparts, each of which shall be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the parties listed below have caused their names to be
signed hereto by their respective officers thereunto duly authorized all as of
the day and year first above written.
IOS CAPITAL, INC.
BY: /s/ Jack Quinn
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Jack Quinn
Treasurer
IKON FUNDING-1, LLC
BY:_______________________________
Robert K. McLain
President
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IN WITNESS WHEREOF, the parties listed below have caused their names to be
signed hereto by their respective officers thereunto duly authorized all as of
the day and year first above written.
IOS CAPITAL, INC.
BY:_______________________________
Jack Quinn
Treasurer
IKON FUNDING-1, LLC
BY: /s/ Robert K. McLain
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Robert K. McLain
President
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CONSENTED AND AGREED TO:
PNC BANK, NATIONAL ASSOCIATION,
as Agent
By: /s/ John T. Smathers
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John T. Smathers
Vice President
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EXHIBIT A
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