THIS SIXTH AMENDMENT TO RECEIVABLES TRANSFER AGREEMENT (this
"Amendment") is made as of May 16, 2003, among:
(1) IKON FUNDING-1, LLC, a Delaware limited liability company, as
transferor (the "Transferor");
(2) IOS CAPITAL, LLC, a Delaware corporation, as originator (in such
capacity, the "Originator") and collection agent (in such capacity, the
"Collection Agent");
(3) MARKET STREET FUNDING CORPORATION, a Delaware corporation (the
"Issuer"); and
(4) PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent (in such capacity,
the "Agent").
BACKGROUND
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1. The Transferor, the Originator, the Collection Agent, the Issuer and the
Agent are parties to a Receivables Transfer Agreement, dated as of December 1,
1998 (as amended, supplemented or otherwise modified from time to time, the
"Receivables Transfer Agreement").
2. The parties hereto now desire to amend the Receivables 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 Receivables Transfer Agreement.
ARTICLE II
AMENDMENTS
SECTION 2.1 Amendment of the Receivables Transfer Agreement.
(a) The definition of "Investment Grade" as it appears in Exhibit I to
the Receivables Transfer Agreement is hereby deleted in its entirety.
(b) Section 2 of Exhibit II to the Receivables Transfer Agreement is
hereby amended and restated in its entirety to read as follows:
2. Additional Conditions Precedent. Each Transfer shall be subject to the
further conditions precedent that
(a) on or prior to the date of such Transfer, the Collection Agent shall
have delivered to the Agent, in form and substance satisfactory to the Agent, a
completed Transferor Report
dated within 30 days prior to the date of the Transfer together with a listing
by Obligor of all Receivables and such additional information as may reasonably
be requested by the Agent;
(b) on the date of the Transfer the following statements shall be true (and
acceptance of the proceeds of the Transfer shall be deemed a representation and
warranty by the Transferor that such statements are then true):
(i) The representations and warranties of the Transferor contained in
Exhibit III are correct on and as of the date of the Transfer as though
made on and as of such date;
(ii) No event has occurred and is continuing, or would result from the
Transfer, that constitutes a Special Event; and
(iii) The representations and warranties of the Originator contained in
the Transaction Documents are correct on and as of the date of the Transfer
as though made on and as of such date.
(c) the Agent shall have received such other approvals, opinions or
documents as it may reasonably request; and
(d) the Agent shall have received the list of the Related Contracts to be
included in such Transfer that is required to be delivered pursuant to paragraph
(j) of Exhibit IV hereof.
(c) Annex D of the Receivables Transfer Agreement is hereby amended and
restated in its entirety to read as attached hereto.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Effectiveness. This Amendment shall become effective and be
deemed effective as of May 16, 2003, so long as the Agent has received
counterparts of this Amendment executed by the parties hereto prior to such
date.
SECTION 3.2 Waiver of Conditions. Each of the parties hereto waives any
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
effectiveness of this Amendment, (a) (i) this Amendment shall be a part of the
Receivables Transfer Agreement and (ii) each reference in the Receivables
Transfer Agreement to "this Agreement" and the words "hereof", "herein",
"hereunder" and words of like import, and each reference to the Receivables
Transfer Agreement in any other related agreement shall mean and be a reference
to the Receivables Transfer Agreement, as amended hereby; and (b) except as
expressly amended hereby, the Receivables Transfer Agreement shall remain in
full force and effect and is hereby ratified and confirmed by the parties
thereto.
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SECTION 3.4 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA.
SECTION 3.5 Headings, Etc. Article and Section headings of this 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
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.
[Signatures begin on the following page]
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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.
IKON FUNDING-1, LLC
By: IKON Funding, Inc., as manager
By: /s/ Kathleen M. Burns
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Name: Kathleen M. Burns
Title: Treasurer
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IOS CAPITAL, LLC
By: /s/ Kathleen M. Burns
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Name: Kathleen M. Burns
Title: Treasurer
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MARKET STREET FUNDING CORPORATION
By: /s/ Douglas K. Johnson
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Name: Douglas K. Johnson
Title: President
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ John T. Smathers
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Name: John T. Smathers
Title: Vice President
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ANNEX D
FORM TRANSFER NOTICE
______________, _____
PNC Bank, National Association
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention: John Smathers
Ladies and Gentlemen:
Reference is hereby made to the Receivables Transfer Agreement, dated
as of December 1, 1998 (as amended, supplemented or otherwise modified, the
"Receivables Transfer Agreement"), among IKON Funding-1, LLC, as Transferor, IOS
Capital, LLC, as Originator and Collection Agent, Market Street Funding
Corporation, as Issuer and PNC Bank, National Association, as Agent. Capitalized
terms used in this Transfer Notice and not otherwise defined herein shall have
the meanings assigned thereto in the Receivables Transfer Agreement.
This letter constitutes a Transfer Notice pursuant to Section 1.02(a)
of the Receivables Transfer Agreement. The Transferor desires to effect a
Transfer on ____________, _____ for Consideration of $___________. 1 The
Aggregate Adjusted Outstanding Balance of the Receivables to be transferred in
connection herewith is $____________, as shown on the attached addendum to
Schedule II to the Receivables Transfer Agreement.
The Transferor hereby represents and warrants as of the date hereof,
and as of the date of Transfer, as follows:
(i) the representations and warranties contained in Exhibit III to the
Receivables Transfer Agreement are correct on and as of such dates as
though made on and as of such dates and shall be deemed to have been made
on such dates; and
(ii) no event has occurred and is continuing, or would result from the
Transfer, that constitutes a Special Event; and
(iii) the representations and warranties of the Originator contained in
the Transaction Documents are correct on and as of the date of the Transfer
as though made on and as of such date.
_________________
1 Minimum amount of $1,000,000 and increments of $100,000 in excess thereof.
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Attached hereto is a true and correct schedule setting forth detailed
information regarding the Receivables to be included in the proposed Transfer,
including an addendum to Schedule II to the Receivables Transfer Agreement.
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IN WITNESS WHEREOF, the undersigned has caused this Transfer Notice to
be executed by its duly authorized officer as of the date first above written.
IKON FUNDING-1, LLC
By: _____________________________________________________
Name: _____________________________________________________
Title: _____________________________________________________
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