AMENDMENT dated as of May ____, 2002 (this
"Amendment"), to the Receivables Transfer Agreement
dated as of September 19, 2000 (as the same may be
further amended, supplemented or otherwise modified
from time to time, the "Receivables Transfer
Agreement"), by and among IKON Funding-2, LLC, as
Transferor (the "Transferor"), IOS Capital, LLC, a
Delaware limited liability company, as Originator and
as Collection Agent (the "Originator" and the
"Collection Agent"), Park Avenue Receivables
Corporation, as Conduit Transferee (the "Conduit
Transferee"), the several financial institutions
party thereto from time to time, as APA Transferees
(the "APA Transferees") and JPMorgan Chase Bank
(formerly The Chase Manhattan Bank), a New York
banking corporation, as Administrative Agent (the
"Administrative Agent").
WHEREAS, the Originator has requested that the Agent, the
Transferor, the Collection Agent, the Administrative Agent and the Required
Transferees 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, the Administrative Agent and the Required Transferees 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
2
amended by deleting the text "three" immediately after 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 ▇▇▇▇▇'▇ is BB+ or Ba1 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 ▇▇▇▇▇'▇ is below BB+ or Ba1 and above
BB- or Ba3, 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 ▇▇▇▇▇'▇ is BB- or Ba3 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
3
financing of products distributed by Parent and its subsidiaries.
"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."
▇
▇▇▇▇ ▇▇▇▇▇▇ RECEIVABLES CORPORATION,
as Conduit Transferee
By:_________________________________
Name:
Title:
JPMORGAN CHASE BANK,
as Administrative Agent
By: ________________________________
Name:
Title:
IKON FUNDING-2, LLC, as the
Transferor
By: IKON Funding, Inc., as its
manager
By: ________________________________
Name:
Title:
IOS CAPITAL, LLC, as Originator
and Collection Agent
By: ________________________________
Name:
Title:
REQUIRED TRANSFEREE SIGNATURE PAGE TO AMENDMENT
DATED AS OF MAY ____, 2002
Name of Institution ________________________
By: ____________________
Name:
Title:
