AMENDMENT dated as of May ____, 2002 (this
"Amendment"), to the Receivables Transfer Agreement
dated as of December 1, 1998, as amended by the First
Amendment dated as of September 10, 1999, the Second
Amendment dated as of November 23, 1999, the Third
Amendment dated as of February 29, 2000, the Fourth
Amendment dated as of October 12, 2001 and the
Omnibus Amendment dated as of December 27, 2001 as
the same may be further amended, supplemented or
otherwise modified from time to time, the
"Receivables Transfer Agreement"), by and among IKON
Funding-1, LLC, a Delaware limited liability company,
as Transferor (the "Transferor"), IOS Capital, LLC, a
Delaware limited liability company, as Originator and
as Collection Agent (the "Originator" and the
"Collection Agent"), Market Street Funding
Corporation, as Issuer (the "Issuer"), and PNC Bank,
National Association as Agent (the "Agent").
WHEREAS, the Originator has requested that the Agent, the
Transferor, the Collection Agent and the Issuer consent to an amendment to the
Receivables Transfer Agreement in the manner provided in this Amendment; and
WHEREAS, the Originator, the Agent, the Transferor, the
Collection Agent and the Issuer are willing, on the terms and conditions
hereinafter set forth, to consent to such an Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used and not defined herein shall
have the meanings given to them in the Receivables Transfer Agreement, as
amended hereby.
2. Amendment of the Receivables Transfer Agreement. (a) The definition
of "Applicable Percentage" is hereby amended by deleting the text "three"
immediately after
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the text "(a)", and replacing it with the text "Applicable Multiplier".
(b) The following definitions are to be added to Exhibit I in
the appropriate alphabetical order:
"Applicable Multiplier" means (a) at any time and for so long
as the long-term senior, unsecured, unsubordinated credit rating assigned to
Parent by S&P or Moody's is BBB- or Baa3 or higher, respectively, three, (b) at
any time and for so long as the long-term senior, unsecured, unsubordinated
credit rating assigned to Parent by S&P or Moody's is below BBB- or Baa3 and
above BB or Ba, respectively, four and (c) at any time and for so long as the
long-term senior, unsecured, unsubordinated credit rating assigned to Parent by
S&P or Moody's is BB or Ba or below, respectively, five.
"Consolidated Net Worth" shall be determined in accordance
with GAAP and shall mean the sum (as reflected in the consolidated balance sheet
of Parent and its Consolidated Subsidiaries) of (i) the stated dollar amount of
outstanding capital stock plus, (ii) the stated dollar amount of additional paid
in capital, if any, plus (iii) the amount of surplus and retained earnings
minus, (iv) the cost of treasury shares and the excess of redemption value over
the stated value of preferred stock of Parent and its Consolidated Subsidiaries.
"Consolidated Subsidiary" means any corporation of which
Parent directly or indirectly owns or controls at least a majority of the
outstanding stock having general voting power, including without limitation the
right, under ordinary circumstances, to vote for the election of a majority of
the Board of Directors of such corporation.
"Finance Leasing Subsidiary" means the Originator, IKON
Capital Inc., a Canadian corporation, IKON Capital, PLC, a British company, IKON
Office Solutions Dublin Limited, an Irish company, IKON Leasing GmbH, a German
company, and their respective subsidiaries, any successors to such corporations,
and such additional subsidiaries whose primary business is the leasing or other
financing of products distributed by Parent and its subsidiaries.
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"Fixed Charges Coverage Ratio" means the ratio of (x)
consolidated operating income to (y) interest costs, excluding interests costs
of Finance Leasing Subsidiaries.
"GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time.
"SFAS" means the Statement on Financial Accounting Standards
issued by the American Institute of Certified Public Accountants from time to
time.
(c) Exhibit V of the Receivables Transfer Agreement is hereby amended
by deleting in its entirety the text of clause (k)and replacing it with the
following:
"(k)(i) The total debt of Parent and its Consolidated
Subsidiaries is equal to or greater than 60% of the sum of (a)
the total debt of Parent and its Consolidated Subsidiaries
plus (b) the consolidated minority interest obligations shown
on the consolidated balance sheet of Parent and its
Consolidated Subsidiaries plus, (c) the Consolidated Net Worth
of Parent and its Consolidated Subsidiaries. For purposes of
calculating such ratio (x) Finance Leasing Subsidiaries shall
be excluded from the definition of "Consolidated
Subsidiaries", (y) any adjustments resulting from the
application of SFAS 133 shall be excluded from shareholder's
equity, and (z) in calculating the Consolidated Net Worth of
Parent and its Consolidated Net Worth of Parent and its
Consolidated Subsidiaries, non-recurring charges subsequent to
June 30, 2001 shall be added back.
(k)(ii) For any quarter, the Fixed Charges Coverage Ratio of
Parent is less than 1.35 to 1.00."
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
IOS CAPITAL, LLC, as Originator
and as Collection Agent,
by:_____________________________
Name:
Title:
IKON FUNDING-1, LLC, as the
Transferor,
by:_____________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION, as
Agent,
by:_____________________________
Name:
Title:
MARKET STREET FUNDING CORPORATION,
as Issuer,
by:_____________________________
Name:
Title: