Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
This Supplemental Indenture, dated as of June 27, 2003 (this
"Supplemental Indenture"), among Global Imaging Systems, Inc. (together with its
successors and assigns, the "Company"), each existing Guarantor under the
Indenture referred to below (the "Existing Guarantors"), and The Bank of New
York, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company, the Existing Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of May 16, 2003 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing
for the issuance of an aggregate principal amount of up to $57,500,000 million
of 4% Convertible Senior Subordinated Notes due 2008 of the Company;
WHEREAS, the parties hereto desire to clarify and amend certain
provisions of the Indenture; and
WHEREAS, pursuant to Sections 11.1(f) and (g) of the Indenture, the
Trustee, the Company and the Existing Guarantors are authorized to execute and
deliver this Supplemental Indenture to amend the Indenture, without the consent
of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Existing Guarantors and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the Securities as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined. The words "herein," "hereof" and "hereby" and other
words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
AMENDMENTS
Section 2.1 Amendment and Restatement of Section 7.1. Section 7.1 of
the Indenture is hereby amended and restated in its entirety to read as follows:
SECTION 7.1. Company or Any Guarantor May Consolidate, Etc., Only on
Certain Terms. Neither the Company nor any Guarantor shall consolidate with or
merge into
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any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:
(a) (1) the Company or such Guarantor, as the case may be, shall be
the continuing entity or (2) the Person (in the case of a consolidation,
merger, conveyance, transfer or lease by a Guarantor) formed by such
consolidation or into which such Guarantor is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and
assets of such Guarantor substantially as an entirety is the Company or is,
prior to completion of such consolidation, merger, conveyance, transfer or
lease, a Guarantor or (3) the Person (if other than the Company or such
Guarantor, as the case may be) formed by such consolidation or into which
the Company or such Guarantor, as the case may be, is merged or the Person
which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company or such Guarantor, as the case may be,
substantially as an entirety (i) shall be a corporation organized and
validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and (ii) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the
principal of and any premium and interest, including Additional Interest,
on all the Securities and the performance or observance of every covenant
of this Indenture on the part of the Company or such Guarantor, as the case
may be, to be performed or observed and the conversion rights shall be
provided for in accordance with Article 4, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee,
by the Person (if other than the Company or such Guarantor, as the case may
be) formed by such consolidation or into which the Company or such
Guarantor, as the case may be, shall have been merged or by the Person
which shall have acquired the Company's or such Guarantor's assets;
(b) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing; and
(c) the Company or such Guarantor, as applicable, has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such transaction,
such supplemental indenture comply with this Article 7 and that all
conditions precedent herein provided for relating to such transaction have
been complied with and the supplemental indenture constitutes a legal,
valid and binding obligation of such successor person.
ARTICLE III
MISCELLANEOUS
Section 3.1 Parties. Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.
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Section 3.2 Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws.
Section 3.3 Separability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 3.4 Ratification of Indenture; Supplemental Indenture Part of
Indenture; Trustee's Disclaimer. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture.
Section 3.5 Multiple Counterparts. The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.
Section 3.6 Headings. The headings of the Articles and Sections of
this Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.
Section 3.7 Notation on Notes. Pursuant to Section 11.5 of the
Indenture, new Securities reflecting the amendments to the Indenture made hereby
shall not be issued; however, corresponding changes to the Securities to reflect
the amendments made hereby shall be deemed to be made to the Securities as of
the date of this Supplemental Indenture. The Trustee may, but shall not be
required to, place an appropriate notation as to this Supplemental Indenture on
any Security hereafter authenticated in accordance with Section 11.5 of the
Indenture.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
GLOBAL IMAGING SYSTEMS, INC.
By: /s/ Raymond Schilling
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Name: Raymond Schilling
Title: Senior Vice President, Chief Financial
Officer,Secretary and Treasurer
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ALTERNATIVE OFFICE SYSTEMS, INC.
ARIZONA OFFICE TECHNOLOGIES, INC.
AVPRESENTATIONS, INC.
BUSINESS EQUIPMENT UNLIMITED
CARR BUSINESS SYSTEMS, INC.
CENTRE BUSINESS PRODUCTS, INC.
COLUMN OFFICE EQUIPMENT, INC.
COMMERCIAL EQUIPMENT COMPANY
COPY SERVICE AND SUPPLY, INC.
DANIEL COMMUNICATIONS, INC.
DISTINCTIVE BUSINESS PRODUCTS, INC.
DUPLICATING SPECIALTIES, INC.
ECOM-DIVISION, INC.
ELECTRONIC SYSTEMS, INC.
LEWAN & ASSOCIATES, INC.
N&L ENTERPRISES, LLC
PACIFIC OFFICE SOLUTIONS, INC.
PROVIEW, INC.
QUALITY BUSINESS SYSTEMS, INC.
SOUTHERN BUSINESS COMMUNICATIONS, INC.
ELECTRONIC SYSTEMS OF RICHMOND, INC.
AMERICAN PHOTOCOPY EQUIPMENT
COMPANY OF PITTSBURGH, LLC
BERNEY OFFICE SOLUTIONS, LLC
CAMERON OFFICE PRODUCTS, LLC
CAPITOL OFFICE SOLUTIONS, LLC
CONNECTICUT BUSINESS SYSTEMS, LLC
CONWAY OFFICE PRODUCTS, LLC
EASTERN COPY PRODUCTS, LLC
GLOBAL IMAGING FINANCE COMPANY, LLC
GLOBAL IMAGING OPERATIONS, LLC
MODERN BUSINESS MACHINES, LLC
NORTHEAST COPIER SYSTEMS, LLC
OFFICE TECH, LLC
GLOBAL OPERATIONS TEXAS, L.P.
By: GLOBAL IMAGING SYSTEMS, INC.,
Its General Partner,
Each as an Existing Guarantor
By: /s/ Raymond Schilling
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Name: Raymond Schilling
Title: Vice President, of each entity above
THE BANK OF NEW YORK, as Trustee
By: /s/ Louis P. Young
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Name: Louis P. Young
Title: Authorized Signer
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