EXHIBIT 4.2
AMENDMENT NO. 2 TO CREDIT AGREEMENT
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THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of ____________________, 1998
between IKON Office Solutions, Inc. (formerly Alco Standard Corporation) and
IKON Office Solutions Europe PLC, an English Company, IKON Office Solutions,
S.A., a French company, Deutsche Bank AG, acting through its New York and/or
Cayman Islands Branch, Istituto San Paolo di Torino, New York Branch, and
Deutsche Bank AG, acting through its New York Branch, as agent for the lenders.
WHEREAS:
A. The parties hereto are parties to a credit agreement dated as of August 30,
1996 (as amended by Amendment No. 1 to the Credit Agreement dated as of
April 1, 1997, the "CREDIT AGREEMENT"); and
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B. The parties hereto wish to amend the Credit Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and agreements contained in this agreement and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE ONE
INTERPRETATION
Section 1.01 ONE AGREEMENT: This agreement amends the Credit Agreement. This
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agreement and the Credit Agreement shall be read, interpreted, construed and
have effect as, and shall constitute, one agreement with the same effect as if
the amendments made by this agreement had been contained in the Credit Agreement
as of the date of this agreement.
SECTION 1.02 DEFINED TERMS: In this agreement,
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(a) terms defined herein (including in the recitals hereto) have the
respective meanings given to them herein; and
(b) all other capitalized terms have the respective meanings given to them
in the Credit Agreement.
SECTION 1.03 HEADINGS: The headings of the Articles and Sections hereof are
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inserted for convenience of reference only and shall not affect the construction
or interpretation of this agreement or of the Credit Agreement, as amended
hereby.
ARTICLE TWO
AMENDMENTS
SECTION 2.01 Section 1.01 of the Credit Agreement is hereby amended by inserting
the following definition in alphabetic order:
"1998 Credit Agreement" shall mean the amended and restated credit
agreement dated as of January 16, 1998 among the Company, such subsidiaries
of the Company as are or as may become parties thereto from time to time,
the various lending institutions as are or as may become parties thereto
from time to time (collectively, the "Banks"), and CoreStates Bank, N.A.,
as agent for the Banks, as such agreement may be amended, restated,
supplemented or replaced from time to time.
SECTION 2.02 Section 8.02 of the Credit Agreement is hereby amended by deleting
the figure "45%" in the second line and in its place substituting the figure
"50%".
SECTION 2.03 Section 8.03 of the Credit Agreement is hereby deleted in its
entirety, and the following new Section 8.03 is hereby substituted therefor:
"8.03 Subsidiaries' Debt. Such Borrower will not permit any of its
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Subsidiaries directly or indirectly to create, incur, assume, suffer to
exist, guarantee or otherwise become, be or remain liable with respect to
any Debt (other than Excluded Debt, as defined below) in an aggregate
amount outstanding (as to all Subsidiaries) at any time in excess of 20% of
Consolidated Net Worth plus the amount of such Debt outstanding on the date
hereof (other than Excluded Debt outstanding on the date hereof). For the
purposes of this Agreement, Excluded Debt shall mean: (i) Debt owing
exclusively to the Company or any Subsidiary thereof, (ii) Debt of a
Subsidiary outstanding on the date that such Borrower acquires such
Subsidiary, (iii) Debt with respect to property to be used by such Borrower
or its Subsidiaries, the interest on which Debt is exempt from federal
income tax pursuant to Section 103 of the Internal Revenue Code of 1986, as
amended, (iv) Debt of any foreign Subsidiary of such Borrower that is not
guaranteed by the Company or any of its Subsidiaries, (v) Debt of Finance
Leasing Subsidiaries owing to the Company or any of its Consolidated
Subsidiaries, (vi) Debt of Finance Leasing Subsidiaries to a person or
persons other than the Company and its Consolidated Subsidiaries, provided
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that such Debt is not guaranteed by the Company or any of its Consolidated
Subsidiaries, and (vii) Debt hereunder or under the 1998 Credit Agreement."
SECTION 2.04 Section 8.04 of the Credit Agreement is hereby amended by deleting
the second sentence thereof in its entirety.
SECTION 2.05 Section 8.07 of the Credit Agreement is hereby deleted in its
entirety, and the following new Section 8.07 is hereby substituted therefor:
"8.07 Sale, Discount of Receivables; Sale, Leaseback Transactions. Such
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Borrower will not, and will not permit its Consolidated Subsidiaries, with
the exception of the Finance Leasing Subsidiaries, to enter into any
Securitizations, or sell or discount receivables with recourse or sell and
lease back fixed assets the aggregate amount of which when added to all
liens permitted by Section 8.06(g) exceed 10% of Consolidated Net Worth.".
SECTION 2.06 The following new Section 8.15A is inserted immediately after the
existing Section 8.15 of the Credit Agreement:
"8.15A Use of Proceeds. Each Borrower shall use the proceeds of its
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Loans for working capital, acquisitions and general corporate purposes.".
SECTION 2.07 Section 8.16 of the Credit Agreement is hereby amended by deleting
the word "only" in the fourth line and in its place substituting the phrase "to
the Company's direct or indirect ownership of a Borrowing Subsidiary".
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
Section 3.01 CONFIRMATION OF REPRESENTATIONS: The Borrower and each of the
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Borrowing Subsidiaries represents and warrants that, as at the date of this
agreement and after giving effect thereto, such Borrower or Borrowing
Subsidiary, as the case may be, is not in default in the observance or
performance of any of its covenants or obligations under the Credit Agreement
and that the representations and warranties contained in Section 7 of the Credit
Agreement are true and correct on the date hereof.
ARTICLE FOUR
GENERAL
Section 4.01 EFFECTIVE DATE AND CONFIRMATION: This agreement and the
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amendments to the Credit Agreement contained in this agreement shall be
effective as of and from the date of this agreement. The Credit Agreement, as
amended by this agreement, shall continue in full force and effect.
SECTION 4.02 BINDING NATURE: This agreement shall enure to the benefit of and
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be binding upon each of parties hereto and their successors and permitted
assigns and any other Person that may from time to time become a party to the
Credit Agreement.
SECTION 4.03 LAW OF CONTRACT: This agreement shall be governed by and
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construed in accordance with the laws of the State of New York and of the laws
of the United States of America as applicable therein.
SECTION 4.04 EXECUTION: This agreement may be executed in counterparts, all of
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which when taken together shall constitute one document. The parties to this
agreement may rely on facsimile signatures provided by any of the parties
hereto, as if such facsimile signatures were original signatures.
IN WITNESS OF WHICH the parties have executed this agreement as of the
date first referred to above.
IKON OFFICE SOLUTIONS, INC.
By: ______________________
Name:
Title:
IKON OFFICE SOLUTIONS EUROPE PLC
By: /s/ Signature
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Name:
Title:
IKON OFFICE SOLUTIONS, S.A.
By: /s/ Signature
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Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Agent
By: /s/ Signature
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Name:
Title
By: /s/ Signature
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Name:
Title
DEUTSCHE BANK AG, NEW YORK BRANCH
and CAYMAN ISLANDS BRANCH
By: /s/ Signature
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Name:
Title
By: /s/ Signature
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Name:
Title
ISTITUTO SAN PAOLO DI TORINO,
NEW YORK BRANCH
By: /s/ Signature
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Name:
Title
By: /s/ Signature
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Name:
Title