EX-10.1






SECOND AMENDMENT




THIS SECOND AMENDMENT (this “Amendment”), is made and entered into as of this
20th day of October, 2005, with an effective date as set forth in Section 3
hereof, by and among IKON OFFICE SOLUTIONS, INC., an Ohio corporation (the “US Borrower”),
IKON OFFICE SOLUTIONS GROUP PLC (Company number 2803484), a company organized under the laws of
England and Wales (the “UK Borrower” and, collectively with the US Borrower, the
“Borrowers”), the Domestic Subsidiaries of the US Borrower listed on the signature pages
hereto (the “Guarantors”), the Lenders party to the Credit Agreement referred to below (the
“Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders
(the “Administrative Agent”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent, PNC BANK
NATIONAL ASSOCIATION, as Syndication Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation
Agent and THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agent.



Statement of Purpose




The Lenders agreed to extend certain credit facilities to the Borrowers pursuant to the Credit
Agreement dated as of July 28, 2004 by and among the Borrowers, the Lenders, the Administrative
Agent, the Syndication Agents and the Documentation Agents (as amended by that certain First
Amendment and Consent dated as of March 24, 2005, as modified by those certain Consents dated as of
April 28, 2005 and June 29, 2005, respectively, and as may be further amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).



The Borrowers desire to amend or modify certain provisions of the Credit Agreement in certain
respects on the terms and conditions set forth below.



Subject to and in accordance with the terms and conditions set forth herein, the Lenders party
hereto are willing to agree to the modifications described in this Amendment.



NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:



1. Capitalized Terms. All capitalized undefined terms used in this Amendment
(including, without limitation, in the statement of purpose hereto) shall have the meanings
assigned thereto in the Credit Agreement.



2. Amendments to the Credit Agreement. The Credit Agreement is hereby modified as
follows:



(a) Amendment to Add New Definition. Section 1.1 of the Credit Agreement is
hereby amended by inserting the following new definition in appropriate alphabetical order:



“Second Amendment Effective Date” means the effective date of the
Second Amendment dated as of October 20, 2005 by and among the Borrowers, the
Lenders party thereto and the Administrative Agent.



(b) Amendment to Section 10.6. Section 10.6 of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:



“SECTION 10.6 Limitations on Dividends and Distributions. Declare or
pay any dividends upon any of its Capital Stock; purchase, redeem, retire or
otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make
any distribution of cash, property or assets among the holders of shares of its
Capital Stock, or make any change in its capital structure which such change in its
capital structure could reasonably be expected to have a Material Adverse Effect;
provided that:



(a) the US Borrower or any Subsidiary may pay dividends in shares of its own
Capital Stock;



(b) so long as no Default or Event of Default has occurred and is continuing
both before and after giving effect to any payment of cash dividends and/or share
repurchase, during the term of this Agreement, the US Borrower may pay cash
dividends and/or repurchase shares of its common stock in an aggregate amount not to
exceed:



(i) with respect to any payment of cash dividends and/or share
repurchase made during the period from the Second Amendment Effective Date
through the Revolving Credit Maturity Date, $100,000,000; plus



(ii) with respect to any payment of cash dividends and/or share
repurchase made during the period from the Second Amendment Effective Date
through and including September 30, 2007, fifty percent (50%) of the sum of
the Net Income of the US Borrower and its Subsidiaries earned in the fiscal
quarter ending September 30, 2005 and each full fiscal quarter ending
thereafter through September 30, 2007;



(c) in addition to the cash dividends and/or share repurchases permitted under
subsection (b) of this Section 10.6, the US Borrower may pay cash dividends
and/or repurchase shares of its common stock in an aggregate amount not to exceed
$75,000,000 during the term of this Agreement, if (i) the Leverage Ratio (after
giving pro forma effect to each such proposed cash dividend and/or share repurchase)
as of the end of the most recently ended fiscal quarter for which financial
statements and an Officer’s Compliance Certificate have been delivered pursuant to
Sections 7.1 and 7.2 is less than 2.00 to 1.00, (ii) such payment of
cash dividends and/or share repurchase occurs on or after the date on which the
financial statements and Officer’s Compliance Certificate for the fiscal quarter
ending September 30, 2006 have been delivered pursuant to Section 7.1 and
7.2 and (iii) no Default or Event of Default has occurred and is continuing
both before and after giving effect to such cash dividends and/or share repurchases;



(d) the US Borrower may repurchase (i) the June 2008 Notes and (ii) to the
extent that the May 2007 Notes are not converted to common stock of the US Borrower,
the May 2007 Notes, in each case so long as no Default or Event of Default shall
have occurred and be continuing both before and after giving effect to such
repurchase;



(e) any Subsidiary may pay dividends to the US Borrower or a Guarantor;



(f) any Subsidiary that is not a Guarantor may pay dividends to any other
Subsidiary that is not a Guarantor; and



(g) any Subsidiary may pay dividends to third party owners of its Capital Stock
in connection with the dividends paid pursuant to subsections (e) and (f) of this
Section 10.6 in an amount equal to such third party’s ratable percentage of
such dividends.”



3. Effectiveness. This Amendment shall become effective on the date that each of the
following conditions has been satisfied:



(a) Amendment Documents. The Administrative Agent shall have received a duly executed
counterpart of this Amendment from the Administrative Agent, the Borrowers, the Guarantors and the
Required Lenders; and



(b) Fees and Expenses.




(i) The Borrowers shall pay all reasonable, out-of-pocket fees and expenses of the
Administrative Agent (including, without limitation, all costs of electronic or internet
distribution of any information hereunder) in connection with the preparation, execution and
delivery of this Amendment, including, without limitation, the reasonable, fees,
disbursements and other charges of counsel for the Administrative Agent.




(ii) The Borrowers shall pay to the Administrative Agent for its own account and the
account of each of the other Lenders that consents to the Amendment by 5:00 P.M. (Eastern
time) on October 19, 2005, an amendment fee equal to five (5) basis points of each
consenting Lender’s Commitment.



4. Reaffirmation of Security Documents.



(a) By its execution hereof, each Borrower and each Guarantor hereby expressly (i) consents to
the modifications and amendments set forth in this Amendment, (ii) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in the Guaranty Agreement,
the Collateral Agreement and the other Loan Documents to which it is a party and (iii)
acknowledges, represents and agrees that its respective covenants, representations, warranties and
other obligations set forth in the Guaranty Agreement, the Collateral Agreement and the other Loan
Documents to which it is a party remain in full force and effect.



(b) Each Borrower and each Guarantor hereby confirms that each of the Security Documents to
which it is a party shall continue to be in full force and effect and is hereby ratified and
reaffirmed in all respects as if fully restated as of the date hereof by this Amendment. In
furtherance of the reaffirmations set forth in this Section 4, each Borrower and each
Guarantor hereby grants and assigns a security interest in all Collateral identified in any
Security Document as collateral security for the Obligations and the Guaranteed Obligations (as
defined in the applicable Guaranty Agreement).



5. Effect of Amendment. Except as expressly provided herein, the Credit Agreement and
the Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not
be deemed (i) to be a waiver of, or consent to, a modification or amendment of, any other term or
condition of the Credit Agreement or any other Loan Document or (ii) to be a waiver of, or consent
to, a modification or amendment to any term or provision of any Loan Document specifically
consented to, waived, amended or modified by this Amendment on any other occasion, or (iii) to
prejudice any other right or rights which the Administrative Agent or the Lenders may now have or
may have in the future under or in connection with the Credit Agreement or the other Loan Documents
or any of the instruments or agreements referred to therein, as the same may be amended or modified
from time to time. References in the Credit Agreement to “this Agreement” (and indirect references
such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified hereby.



6. Representations and Warranties/No Default.



(a) By its execution hereof, each Borrower and each Guarantor hereby certifies that (i) each
of the representations and warranties set forth in the Credit Agreement and the other Loan
Documents (after giving effect to this Amendment) is true and correct in all material respects as
of the date hereof as if fully set forth herein, except for any representation and warranty made as
of an earlier date, which representation and warranty shall remain true and correct as of such
earlier date (provided that any representation and warranty that is qualified by
materiality or reference to Material Adverse Effect shall be true and correct in all respects) and
(ii) no Default or Event of Default has occurred and is continuing as of the date hereof.



(b) By its execution hereof, each Borrower and each Guarantor hereby represents and warrants
that it has the right, power and authority and has taken all necessary corporate and company action
to authorize the execution, delivery and performance of this Amendment and each other document
executed in connection herewith to which it is a party in accordance with their respective terms.



(c) By its execution hereof, each Borrower and each Guarantor hereby represents and warrants
that this Amendment and each other document executed in connection herewith has been duly executed
and delivered by its duly authorized officers, and each such document constitutes the legal, valid
and binding obligation of such Borrower or such Guarantor, enforceable in accordance with its terms
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar state or federal debtor relief laws from time to time in effect which affect the
enforcement of creditors’ rights in general and the availability of equitable remedies.



7. Governing Law. This Amendment shall be governed by, construed and enforced in
accordance with the laws of the State of New York (including Section 5-1401 and Section 5-1402 of
the General Obligations Law of the State of New York), without reference to any other conflicts of
law principles thereof.



8. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and shall be binding upon all parties, their successors and assigns, and all of
which taken together constitute one and the same agreement.



9. Fax Transmission. A facsimile, telecopy or other reproduction of this Amendment
may be executed by one or more parties hereto, and an executed copy of this Amendment may be
delivered by one or more parties hereto by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original of this Amendment
as well as any facsimile, telecopy or other reproduction hereof.



[Signature Pages To Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date and year first above written.



US BORROWER:




IKON OFFICE SOLUTIONS, INC.,


as US Borrower




By: /s/ KATHLEEN M. BURNS

Name: Kathleen M. Burns

Title: Vice President and Treasurer




UK BORROWER:




IKON OFFICE SOLUTIONS GROUP PLC,


as UK Borrower




By: /s/ PETER SIMPSON

Name: Peter Simpson

Title: Secretary




[Signature pages continue]




	 	 	 
	 
	 	 
	
 
	 	ACKNOWLEDGED AND AGREED TO BY:
	 
	 	 
	
 
	 	GUARANTORS:
	
 
	 	 







IKON OFFICE SOLUTIONS TECHNOLOGY SERVICES, LLC, as
Guarantor




By: /s/ KATHLEEN M. BURNS

Name: Kathleen M. Burns

Title: Treasurer





IKON OFFICE SOLUTIONS WEST, INC., as Guarantor




By: /s/ KATHLEEN M. BURNS

Name: Kathleen M. Burns

Title: Assistant Treasurer




IKON REALTY, INC., as Guarantor




By: /s/ KATHLEEN M. BURNS

Name: Kathleen M. Burns

Title: Treasurer





INA NORTH AMERICA HOLDINGS, INC., as Guarantor




By: /s/ KATHLEEN M. BURNS

Name: Kathleen M. Burns

Title: Treasurer





UPSHUR COALS CORPORATION, as Guarantor IKON OFFICE




SOLUTIONS TECHNOLOGY SERVICES, LLC, as Grantor and
Issuer




By: /s/ KATHLEEN M. BURNS

Name: Kathleen M. Burns

Title: Treasurer




ADMINISTRATIVE AGENT and LENDERS




WACHOVIA BANK, NATIONAL ASSOCIATION,


as Administrative Agent and Lender




By: /s/ MARK B. FELKER

Name: Mark B. Felker

Title: Managing Director




[Signature pages continue]







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THE ROYAL BANK OF SCOTLAND PLC,



as Documentation Agent and Lender




By: /s/ EDDIE DEC

Name: Eddie Dec

Title: Vice President




[Signature pages continue]






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GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and Lender




By: /s/ BRIAN P. SCHWINN

Name: Brian P. Schwinn

Title: Duly Authorized Signatory




[Signature pages continue]






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DEUTSCHE BANK AG NEW YORK BRANCH, as Lender




By: /s/ FREDERICK W. LAIRD

Name: Frederick W. Laird

Title: Managing Director





By: /s/ MING K. CHU

Name: Ming K. Chu

Title: Vice President




DEUTSCHE BANK SECURITIES INC., as Syndication Agent




By: /s/ FREDERICK W. LAIRD

Name: Frederick W. Laird

Title: Managing Director





By: /s/ MING K. CHU

Name: Ming K. Chu

Title: Vice President




[Signature pages continue]






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PNC BANK NATIONAL ASSOCIATION,



as Syndication Agent and Lender




By: /s/ FRANK A. PUGLIESE

Name: Frank A. Pugliese

Title: Vice President




[Signature pages continue]






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WELLS FARGO FOOTHILL, LLC, as Lender




By: /s/ MICHAEL P. BARANOWSKI

Name: Michael P. Baranowski

Title: Vice President




[Signature pages continue]




	 	 	 
	 
	 	 
	
 
	 	LASALLE BANK NATIONAL ASSOCIATION,

as Lender
	 
	 	 
	
 
	 	By: /s/ DAVID P. BARRETT
	
 
	 	 
	
 
	 	Name: David P. Barrett
	
 
	 	 
	
 
	 	Title: Vice President
	
 
	 	 






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SCOTIABANC INC., as Lender




By: /s/ WILLIAM E. ZARRETT

Name: William E. Zarrett

Title: Managing Director




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LEHMAN COMMERCIAL PAPER INC.,



as Lender




By: /s/ CRAIG MALLOY

Name: Craig Malloy

Title: Authorized Signatory




[Signature pages continue]






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FIFTH THIRD BANK, as Lender




By: /s/ CHRISTINE L. WAGNER

Name: Christine L. Wagner

Title: Vice President




[Signature pages continue]






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THE BANK OF NEW YORK, as Lender




By: /s/ ERNEST FUNG

Name: Ernest Fung

Title: Vice President




[Signature pages continue]






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RZB FINANCE LLC, as Lender




By: /s/ JOHN A. VALISKA

Name: John A. Valiska

Title: First Vice President





By: /s/ ELISABETH HIRST

Name: Elisabeth Hirst

Title: Assistant Vice President




[Signature pages continue]






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ISRAEL DISCOUNT BANK OF NEW YORK,



as Lender




By: /s/ ANDY BALLTA

Name: Andy Ballta

Title: Vice President





By: /s/ ROY GROSSMAN

Name: Roy Grossman

Title: Senior Vice President





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