EXHIBIT 4.2
SECOND AMENDMENT
to the
CREDIT AGREEMENT
SECOND AMENDMENT, dated as of April 11, 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 Defaults or
Events of Default that may have occurred prior to the date of this Amendment be
waived and certain provisions of the Credit Agreement be amended in the manner
provided for in this Amendment; and
WHEREAS, the Lenders are willing to consent to the waivers and
amendments 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 6.01(a). Section 6.01(a) of the Credit Agreement is hereby amended
by deleting the chart in its entirety and substituting in lieu thereof the
following chart:
Corporate
Fiscal Quarter Ending Leverage Ratio
June 30, 2002 4.00:1.00
September 30, 2002 3.50:1.00
December 31, 2002 3.50:1.00
March 31, 2003 3.75:1.00
June 30, 2003 3.75:1.00
September 30, 2003 3.75:1.00
December 31, 2003 3.25:1.00
March 31, 2004 3.00:1.00
June 30, 2004 3.00:1.00
September 30, 2004 3.00:1.00
December 31, 2004 3.00:1.00
March 31, 2005 and thereafter 3.00:1.00
III. Waiver. The Lenders and the Administrative Agent hereby waive any
Default or Event of Default under Article VII of the Credit Agreement that may
have occurred prior to the date of this Amendment as a result of the Borrowers'
non-compliance with the Corporate Leverage Ratio for the fiscal quarter ending
March 31, 2003.
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 (or its counsel) shall have
received this Amendment, executed and delivered by a duly authorized officer of
the Borrowers and each Lender.
4.2 Consent. The Administrative Agent (or its counsel) shall have received
an Acknowledgment and Consent, in the form of Exhibit A 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.
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
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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.
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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/ DAVID S. CSATARI
---------------------------------
Name: David S. Csatari
Title: Vice President
DEUTSCHE BANK AG
New York Branch
By /s/ CHRISTINE DALLWITZ
---------------------------------
Name: Christine Dallwitz
Title: Director
By /s/ HANS-YOSEF THIELE
---------------------------------
Name: Hans-Yosef Thiele
Title: Director
FIFTH THIRD BANK
By /s/ CHRISTINE L. WAGNER
---------------------------------
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
ACKNOWLEDGMENT AND CONSENT
TO THE SECOND 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/ STEPHEN RINALDI
-------------------------------------
Name: Stephen Rinaldi
Title: Vice President and Director
IKON REALTY, INC.
By: /s/ WILLIAM S. URKIEL
-------------------------------------
Name: William S. Urkiel
Title: President and Sole Director
INA NORTH AMERICA HOLDINGS, INC.
By: /s/ WILLIAM S. URKIEL
-------------------------------------
Name: William S. Urkiel
Title: President and Director