FIRST AMENDMENT
to the
CREDIT AGREEMENT
FIRST AMENDMENT, dated as of February 28, 2003 (this "Amendment"), to the
Credit Agreement, dated as of May 24, 2002, as amended, supplemented or
otherwise modified from time to time (the "Credit Agreement"), among IKON Office
Solutions, Inc., an Ohio corporation (the "Company"), IOS Capital, LLC, a
Delaware limited liability company ("IOSC"), IKON Capital, PLC, an English
company, and IKON Capital, Inc., a Canadian corporation (each of the above,
individually, a "Borrower", and collectively, the "Borrowers"), the Lenders from
time to time parties to the Credit Agreement, J.P. Morgan Bank Canada, as
Canadian Administrative Agent and JPMorgan Chase Bank, as Administrative Agent.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrowers;
WHEREAS, the Company has requested that certain provisions of
the Credit Agreement be amended and certain Defaults or Events of Default be
waived in the manner provided for in this Amendment; and
WHEREAS, the Lenders are willing to consent to the amendments
and waivers on and subject to the terms and conditions contained herein.
NOW THEREFORE, in consideration of the premises and mutual
covenants hereinafter set forth, the parties hereto agree as follows:
I. Definitions. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.
II. Amendments to the Credit Agreement.
2.1 Section 6.13. Section 6.13(b)(ii) of the Credit Agreement is hereby
amended by inserting the words "not more restrictive than those" after the words
"the foregoing shall not apply to restrictions and conditions".
2.2 Schedule 6.13. Schedule 6.13 to the Credit Agreement is hereby
amended by deleting such Schedule in its entirety and substituting in lieu
thereof Schedule 6.13, attached hereto as Exhibit A.
III. Waiver. The Administrative Agent and the Lenders parties hereto
hereby waive any Defaults or Events of Default under Article VII of the Credit
Agreement that may have occurred prior to the date of this Amendment as a result
of any violation of Section 6.13(a) or (b), provided that such waiver shall only
apply to the extent that any such Defaults or Events of Default would not have
occurred under the new Schedule 6.13, attached hereto as Exhibit A.
IV. Conditions Precedent. This Amendment shall become effective as of the
date when each of the conditions precedent set forth below shall have been
fulfilled:
4.1 Amendment. The Administrative Agent shall (or its counsel) have
received this Amendment, executed and delivered by a duly authorized officer of
the Borrowers and the Required Lenders.
4.2 Consent. The Administrative Agent (or its counsel) shall have received
an Acknowledgment and Consent, in the form of Exhibit B hereto, executed by each
Subsidiary Guarantor.
4.3 Payment of Fees. The Borrowers shall have paid all fees of the
Administrative Agent that are reasonably incurred in connection with this
Amendment and Waiver.
V. General.
5.1 Representation and Warranties. The representations and warranties set
forth in the Credit Agreement are, after giving effect to this Amendment, true
and correct in all material respects as if made on and as of the date hereof,
except as they may specifically relate to an earlier date.
5.2 Continuing Effect of the Credit Agreement. This Amendment shall not
constitute an amendment or waiver of any provision of the Credit Agreement not
expressly referred to herein and shall not be construed as an amendment, waiver
or consent to any action on the part of any party hereto that would require an
amendment, waiver or consent of the Administrative Agent or the Lenders except
as expressly stated herein. Except as expressly waived or amended hereby, the
provisions of the Credit Agreement are and shall remain in full force and
effect.
5.3 Amendment, Etc. This Amendment may be amended, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such amendment, waiver, discharge or termination is sought.
5.4 Amendment Binding. This Amendment shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns.
5.5 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
5.6 Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto, each of which counterparts when so executed
shall be an original, but all counterparts taken together shall constitute one
and the same instrument.
2
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 day and year first above written.
IKON OFFICE SOLUTIONS, INC.
By /s/ Kathleen M. Burns
-----------------------
Name: Kathleen M. Burns
Title: Vice President and Treasurer
IOS CAPITAL, LLC
By /s/ Kathleen M. Burns
-----------------------
Name: Kathleen M. Burns
Title: Vice President and Treasurer
IKON CAPITAL, PLC
By /s/ Kathleen M. Burns
-----------------------
Name: Kathleen M. Burns
Title:
IKON CAPITAL, INC.
By /s/ Kathleen M. Burns
-----------------------
Name: Kathleen M. Burns
Title: Treasurer
JPMORGAN CHASE BANK, individually and as
Administrative Agent,
By /s/ Robert T. Sacks
-----------------------
Name: Robert T. Sacks
Title: Managing Director
J.P. MORGAN BANK CANADA, as
Canadian Administrative Agent,
By /s/ Christine Chan
-----------------------
Name: Christine Chan
Title: Vice President
BANK OF AMERICA, N.A.
By /s/ B. Kenneth Burton, Jr.
---------------------------
Name: B. Kenneth Burton, Jr.
Title: Vice President
THE BANK OF NEW YORK
By /s/ Walter C. Parelli
-----------------------
Name: Walter C. Parelli
Title: Vice President
DEUTSCHE BANK AG
New York Branch
By /s/ Hans-Josef Thiele
-----------------------
Name: Hans-Josef Thiele
Title: Director
By /s/ Christian Dallwitz
-----------------------
Name: Christian Dallwitz
Title: Director
FIFTH THIRD BANK
By /s/ Christine L. Wagner
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Name: Christine L. Wagner
Title: Assistant Vice President
LEHMAN COMMERCIAL PAPER INC.
By /s/ Suzanne Flynn
-----------------------
Name: Suzanne Flynn
Title: Authorized Signatory
PNC BANK, NATIONAL ASSOCIATION
By /s/ Karen L. Kooman
-----------------------
Name: Karen L. Kooman
Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By /s/ Jayne Seaford
-----------------------
Name: Jayne Seaford
Title: Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By /s/ Anne L. Sayles
-----------------------
Name: Anne L. Sayles
Title: Director
EXHIBIT A
Schedule 6.13
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Restrictive Provisions
----------------------
The provisions in effect on May 24, 2002, under the following agreements:
1. Indenture, dated as of December 11, 1995, between the
Company and First Union N.A., as Trustee.
2. Indenture, dated as of June 30, 1995, between IOSC and
JPMorgan Chase Bank, as Trustee, as supplemented by a
First Supplemental Indenture dated as of June 4, 1997, a
Second Supplemental Indenture dated as of June 12, 2001,
and a Third Supplemental Indenture, dated as of March
15, 2002.
3. Note Purchase Agreement, dated as of September 14, 1995,
between the Company and certain purchasers identified
therein.
4. Synthetic Lease Agreements of the Company, dated as of
February 18, 1997, and January 16, 1998.
EXHIBIT B
ACKNOWLEDGMENT AND CONSENT
TO THE FIRST AMENDMENT TO THE CREDIT AGREEMENT
Reference is made to the Credit Agreement described in the foregoing
Amendment (the "Credit Agreement"; terms defined in the Credit Agreement and
used in this Acknowledgement and Consent shall have the meanings given to such
terms in the Credit Agreement). Each of the undersigned Subsidiary Guarantors do
hereby (i) consent and agree to the foregoing Amendment and (ii) acknowledge and
agree that the guarantees and grants of security interests contained in the
Subsidiary Guarantee are, and shall remain, in full force and effect after
giving effect to the foregoing Amendment and all prior modifications, if any, to
the Credit Agreement.
IKON OFFICE SOLUTIONS TECHNOLOGY SERVICES, LLC
By: /s/ William S. Urkiel
-----------------------
Name: William S. Urkiel
Title: Vice President and Manager
IKON OFFICE SOLUTIONS WEST, INC.
By: /s/ Steve Yeffa
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Name: Steve Yeffa
Title: Treasurer
IKON REALTY, INC.
By: /s/ William S. Urkiel
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Name: William S. Urkiel
Title: President and Director
INA NORTH AMERICA HOLDINGS, INC.
By: /s/ William S. Urkiel
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Name: William S. Urkiel
Title: President and Director