ex10-2.htm


    Exhibit
      10.2

     

     

    
      	
              Wachovia
                Investment Holdings, LLC

              Wachovia
                Capital Markets, LLC

              One
                Wachovia Center

              301
                South College Street

              Charlotte,
                North Carolina 28288-0737

            


    

     

    November
      20, 2007

     

    COMMITMENT
      LETTER

     

    PERSONAL
      AND CONFIDENTIAL

     

    IKON
      Office Solutions, Inc.

    70
      Valley
      Stream Parkway

    Malvern,
      PA 19355

    Attention:
      Mr. Robert F. Woods, Chief Financial Officer

     

    Dear
      Mr.
      Woods:

     

    This
      commitment letter agreement (together with all exhibits and schedules hereto,
      the “Commitment Letter”) will confirm the
      understanding and agreement among Wachovia Investment Holdings, LLC
      (“Wachovia Investments”) and Wachovia Capital Markets,
      LLC (“Wachovia Securities” and, collectively with
      Wachovia Investments, the “Wachovia Parties”,
“we” or “us”)
      and IKON
      Office Solutions, Inc., an Ohio corporation (the
“Company” or
“you”).  We understand that
      the Company
      proposes to commence a tender offer to purchase shares of its common stock
      (the
“Tender Offer”) for an aggregate purchase price not to
      exceed $295.0 million.  The date on which the Tender Offer is
      consummated is referred to as the “Closing
      Date.”

     

    You
      have
      advised us that the total funds needed to finance the Tender Offer (including
      fees and expenses) will be approximately $300.0 million and that such funds
      will
      be provided from the following sources:

     

    
      	
              
                   
 ·
                  
  

            	
              the
                issuance by the Company of up to $150.0 million in aggregate principal
                face amount of senior unsecured floating rate notes due 2011 (the
                “Notes”) on terms set forth on Exhibit A hereto
                and otherwise with covenants substantially identical to the Company’s
                existing 7 3⁄4% Senior Notes due 2015 (the “Existing 2015
                Notes”)) in a Rule 144A private placement issued pursuant
                to
                an indenture substantially identical to the Company’s Existing 2015
                Indenture (as defined below), except as set forth on Exhibit A hereto;
                and

            


    

     

    
      	
              
                   
                   ·  

              

            	
              approximately
                $150.0 million of existing cash on hand at the
                Company.

            


    

     

    Following
      the consummation of the
      Tender Offer, none of the Company or any of its subsidiaries will have any
      debt
      outstanding other than (i) as described in the preceding paragraph, (ii)
      borrowings under credit facilities existing on the date hereof in the ordinary
      course of business or (iii) as set forth on Exhibit D hereto (such debt
      described in clauses (ii) through (iv), the “Retained
      Debt”).

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.  The
      Commitment.

     

    (a)  You
      have
      requested that Wachovia Investments commit to purchase the entire amount of
      the
      Notes upon the terms and subject to the conditions set forth or referred to
      in
      this Commitment Letter and the exhibits hereto.

     

    (b)  Based
      on
      the foregoing, Wachovia Investments, acting alone or through or with affiliates
      selected by it, is pleased to confirm to you its commitment to purchase the
      Notes on the principal terms set forth herein, in the Fee Letter (as defined
      below) and in the Funding Conditions attached hereto as Exhibit C (the
“Commitment”), pursuant to (i) a purchase agreement
      (the “Note Purchase Agreement”) which shall be
      substantially identical, except as set forth on Exhibit B hereto, to the
      purchase agreement by and among the Company and the initial purchasers party
      thereto dated as of September 16, 2005 (the “Existing 2015 Purchase
      Agreement”), and (ii) an indenture (the
“Indenture”) which shall be substantially identical,
      except as set forth on Exhibit A hereto, to the indenture by and among the
      Company and The Bank of New York, as trustee, dated as of September 21, 2005
      (the “Existing 2015 Indenture” and, together with
      the Existing 2015 Purchase Agreement, the
      Existing 2015 Notes and other related documentation, the “Existing
      2015 Note Documentation”).  Without limiting the
      Commitment, the Notes may be converted to term loans pursuant to the terms
      of
      Section 9 of this Commitment Letter.

     

    (c)  It
      is
      agreed that Wachovia Securities, acting alone or through or with affiliates
      selected by it, will act as the sole book-runner and sole lead arranger (acting
      in such roles, the “Arranger”) for the
      Notes.  The Arranger will have the rights and authority customarily
      given to financial institutions in such roles, but the Wachovia Parties will
      have no duties other than those expressly set forth herein.  You agree
      that no other arrangers or book-runners will be appointed, no other titles
      will
      be awarded and no compensation (other than that expressly contemplated by the
      terms hereof or the Fee Letter referred to below) will be paid in connection
      with the sale of the Notes unless you and we so agree.  In addition,
      Wachovia Securities has delivered to you a separate engagement letter dated
      the
      date hereof (the “Engagement Letter”) setting forth,
      among other things, the roles of Wachovia Securities in connection with certain
      transactions as described therein.

     

    (d)  The
      commitments and agreements of the Wachovia Parties described herein are subject
      to:

     

    (i)           there
      not having occurred any event, development or circumstance since June 30, 2007
      (the date of the most recent unaudited financial statements delivered to the
      Arranger as of the date hereof) that has caused or would reasonably be expected
      to cause any material adverse change in or affecting the business, condition
      (financial or otherwise), results of operations, assets or liabilities of the
      Company and its subsidiaries, taken as a whole;

     

    (ii)           not
      less than 14 consecutive days prior to the Closing Date, the Company will have
      provided to the Arranger an offering memorandum including information customary
      for high yield offering memoranda to be used in connection with the offering
      of
      the Notes; and

     

    (iii)           the
      other conditions set forth below or referred to in the Funding Conditions
      attached hereto as Exhibit B.

     

    2.  Fees
      and Expenses.  In consideration of the execution and delivery of
      this Commitment Letter by the Wachovia Parties, you agree to pay the fees and
      expenses set forth in the Fee Letter dated the date hereof (the “Fee
      Letter”) as and when payable in accordance with the terms
      thereof.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.  Indemnification.

     

    (a)  The
      Company hereby agrees to indemnify and hold harmless each of the Wachovia
      Parties and each of their respective affiliates and all their respective
      officers, directors, partners, trustees, employees, shareholders, advisors,
      agents, attorneys and controlling persons and each of their respective heirs,
      successors and assigns (each, an “Indemnified Person”)
      from and against any and all losses, claims, damages and liabilities to which
      any Indemnified Person may become subject arising out of or in connection with
      this Commitment Letter, the Note Documentation, the Notes, the use of the
      proceeds therefrom, any of the other transactions contemplated by this
      Commitment Letter (including, without limitation, any Term Loan Conversion
      and
      any documentation related thereto), any other transaction related thereto or
      any
      claim, litigation, investigation or proceeding relating to any of the foregoing,
      regardless of whether any Indemnified Person is a party thereto, and to
      reimburse each Indemnified Person promptly upon demand for all legal and other
      expenses reasonably incurred by it in connection with investigating, preparing
      to defend or defending, or providing evidence in or preparing to serve or
      serving as a witness with respect to, any lawsuit, investigation, claim or
      other
      proceeding relating to any of the foregoing (including, without limitation,
      in
      connection with the enforcement of the indemnification obligations set forth
      herein); provided, however, that no Indemnified Person will be entitled
      to indemnity hereunder in respect of any loss, claim, damage, liability or
      expense to the extent that it is found by a final, non-appealable judgment
      of a
      court of competent jurisdiction that such loss, claim, damage, liability or
      expense (i) resulted directly from the gross negligence or willful misconduct
      of
      such Indemnified Person or (ii) resulted from a claim brought by the Company
      against an Indemnified Person for breach in bad faith of such Indemnified
      Person’s obligations hereunder.  In no event will any Indemnified
      Person be liable on any theory of liability for indirect, special or
      consequential damages, lost profits or punitive damages as a result of any
      failure to purchase any of the Notes contemplated hereby or otherwise in
      connection with the Notes.  No Indemnified Person will be liable for
      any damages arising from the use by unauthorized persons of information,
      projections or other materials sent through electronic, telecommunications
      or
      other information transmission systems that are intercepted by unauthorized
      persons.  Notwithstanding the foregoing, the Indemnified Persons’
right to indemnification in respect to the Tender Offer shall be solely as
      set
      forth in the dealer-manager agreement relating thereto.

     

    (b)  The
      Company and the Wachovia Parties agree that if any indemnification or
      reimbursement sought pursuant to this Section 3 is judicially determined to
      be
      unavailable for a reason other than the gross negligence or willful misconduct
      of such Indemnified Person or the breach in bad faith of an Indemnified Person’s
      obligations hereunder in connection with a claim brought by the Company against
      such Indemnified Person, then the Company will contribute to the amount paid
      or
      payable by the Wachovia Parties, as the case may be, as a result of such losses,
      claims, damages, liabilities and expenses for which such indemnification or
      reimbursement is held unavailable (i) in such proportion as is appropriate
      to
      reflect the relative benefits to the Company, on the one hand, and the Wachovia
      Parties, as the case may be, on the other hand, in connection with the
      transactions to which such indemnification or reimbursement relates, or (ii)
      if
      the allocation provided by clause (i) above is judicially determined not to
      be
      permitted, in such proportion as is appropriate to reflect not only the relative
      benefits referred to in clause (i) but also the relative faults of the Company,
      on the one hand, and the Wachovia Parties, on the other hand, as well as any
      other equitable considerations.

     

    4.  Expiration
      of Commitment.  The Commitment will expire at 10:00 p.m., New York
      City time, on November 20, 2007 unless on or prior to such time you have
      executed and returned to the Wachovia Parties a copy of this Commitment Letter
      and the Fee Letter.  If you do so execute and deliver to the Wachovia
      Parties this Commitment Letter and the Fee Letter, Wachovia Investments agrees
      to hold its Commitment available for you until the earliest to occur of (i)
      the
      termination of the Tender Offer, (ii) the consummation of the Tender Offer
      with
      or without the purchase of the Notes and (iii) 5:00 p.m., New York City time,
      on
      January 18, 2008.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.  Confidentiality.

     

    (a)  This
      Commitment Letter, the Fee Letter, the Engagement Letter and the terms and
      conditions contained herein and therein may not be disclosed by the Company
      to
      any person or entity (other than (i) to such of your officers, directors,
      employees, agents, representatives and advisors as need to know and agree to
      be
      bound by the provisions of this paragraph, (ii) to the extent required by
      applicable law or compulsory legal process (in which case you agree to inform
      us
      promptly thereof to the extent lawfully permitted to do so), (iii) in the case
      of the Commitment Letter, to the extent required by applicable law or to satisfy
      applicable disclosure requirements in connection with the Tender Offer or the
      financing thereof and (iv) in the case of the Commitment Letter, to Moody’s and
      S&P in connection with obtaining the Ratings) without the prior written
      consent of the Wachovia Parties.

     

    (b)  The
      Wachovia Parties agree to keep confidential, and to cause their respective
      affiliates, officers, directors, employees, agents, representatives and advisors
      (collectively, the “Related Parties”) to keep
      confidential, any non-public information provided to them by or on behalf of
      the
      Company (the “Confidential Information”);
provided that such persons shall be permitted
      to disclose Confidential
      Information (i) to such of our Related Parties as need to know such Confidential
      Information and agree to be bound by the provisions of this paragraph; (ii)
      to
      the extent required by applicable law or compulsory legal process (in which
      case
      you agree to inform us promptly thereof to the extent lawfully permitted to
      do
      so); (iii) to the extent requested by any regulatory authority having
      jurisdiction over the Wachovia Parties or any of their Related Parties; (iv)
      to
      the extent that such Confidential Information (A) becomes publicly available
      other than as a result of a breach of the Commitment Letter by the Wachovia
      Parties or any of their Related Parties, (B) becomes available to the Wachovia
      Parties or any of their Related Parties on a non-confidential basis from a
      source other than the Company, (C) was available to the Wachovia Parties or
      any
      of their Related Parties on a non-confidential basis prior to its disclosure
      by
      the Company; (v) to the extent that such information is independently developed
      by the Wachovia Parties; (vi) to actual or potential Purchasers, participants
      or
      assignees who have entered into customary confidentiality undertakings or (vii)
      with the prior written consent of the Company.

     

    (c)  You
      acknowledge that Wachovia Securities and its affiliates (the term
“Wachovia Securities,” when used in this paragraph,
      includes all such affiliates, including Wachovia Investments) may be providing
      debt financing, equity capital or other services (including financial advisory
      services) to other companies in respect of which you may have conflicting
      interests regarding the transactions described herein and
      otherwise.  Wachovia Securities will not use confidential information
      obtained from you by virtue of the transactions contemplated by this Commitment
      Letter or its other relationships with you in connection with the performance
      by
      Wachovia Securities of services for others, and Wachovia Securities will not
      furnish any such information to others.  You also acknowledge that
      Wachovia Securities has no obligation to use, in connection with the
      transactions contemplated by this Commitment Letter, or to furnish to you,
      confidential information obtained from others.

     

    6.  Assignment
      and Syndication.

     

    (a)  The
      parties hereto agree that the Wachovia Parties will have the right to syndicate
      the Notes and the Commitment to one or more groups of financial institutions
      or
      other investors, identified by us and reasonably acceptable to you (together
      with Wachovia Investments, the
“Purchasers”).  The Arranger will have the
      right to manage all aspects of any such syndication, including decisions as
      to
      the selection of institutions to be approached and when they will be approached,
      the acceptance of commitments, the amounts offered, the amounts allocated and
      the compensation provided.  Upon notice by the Wachovia Parties, at
      any time and from time to time on or after the effective date hereof and on
      or
      prior to June 30, 2008, you will cooperate (and cause your affiliates to
      cooperate) with the Wachovia Parties in connection with the marketing, offering,
      sale and issuance of the Notes.  Such cooperation shall include,
      without limitation: (i) endeavoring to cause the syndication efforts to benefit
      from the existing investor and lending relationships of the Company; (ii)
      arranging for direct contact between senior management and other representatives
      of the Company and the proposed Purchasers (including, without limitation,
      participating in one or more customary “roadshows” with prospective investors,
      one-on-one meetings and conference calls); (iii) promptly preparing an offering
      memorandum relating to the Notes containing such disclosure (including financial
      information) as would be required by the Securities Act and other applicable
      laws for an offering registered under the Securities Act and such other
      disclosure as is customary and appropriate for such a document as reasonably
      determined by the Arranger; (iv) hosting, with the Wachovia Parties, one or
      more
      meetings of prospective Purchasers, and, in connection with any such Purchaser
      meeting, consulting with the Arranger with respect to the presentations to
      be
      made at any such meeting, and making available appropriate officers and
      representatives to rehearse such presentations prior to such meetings, as
      reasonably requested by the Arranger; and (v) at your expense, working with
      the
      Arranger to obtain a corporate family rating for the Company and ratings for
      the
      Notes from Moody’s Investors Service, Inc. (“Moody’s”)
      and a corporate credit rating for the Company and ratings for the Notes from
      Standard & Poor’s Ratings Group (“S&P”) (such
      ratings referred to in this clause (v), the
“Ratings”), in the case of each of clauses (i) through
      (iv), prior to the commencement of the general syndication of the Notes, and
      in
      the case of clause (v), at the earliest practicable date.  It is
      understood and agreed that the Commitment hereunder is not subject to the
      successful syndication of the Notes.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)  To
      assist
      the Arranger in its syndication efforts, you agree promptly to prepare and
      provide to the Arranger such information with respect to the Company and its
      subsidiaries and the transactions contemplated hereby as it may reasonably
      request, including all financial information and projections as it may
      reasonably request, including a business plan for fiscal year 2008 through
      fiscal year 2011, all in form and substance reasonably satisfactory to the
      Arranger (the “Projections”).  You hereby
      represent and covenant that (i) all information other than the Projections
      (the
“Information”) that has been or will be made available
      to the Wachovia Parties by you or any of your representatives is or will be,
      when furnished, complete and correct in all material respects and does not
      or
      will not, when furnished, contain any untrue statement of a material fact or
      omit to state a material fact necessary in order to make the statements
      contained therein not materially misleading in light of the circumstances under
      which such statements are made and (ii) the Projections that have been or will
      be made available to the Wachovia Parties by you or any of your representatives
      have been or will be prepared in good faith based upon reasonable
      assumptions.  You further agree to update the Information and the
      Projections as of the Closing Date for the foregoing representations to be
      true
      as of such date.  You understand that in arranging and syndicating the
      Notes and the Commitment we may use and rely on the Information and Projections
      without independent verification thereof and that you will promptly notify
      us of
      any changes in circumstances that call into question in any material respect
      the
      continued reasonableness of any assumption underlying the
      Projections.

     

    (c)  To
      ensure
      an orderly and effective syndication of the Notes and the Commitment, you agree
      that, from the date hereof until the earlier of (i) the termination of the
      syndication of the Notes as determined by the Arranger and (ii) June 30, 2008,
      you will not, and will not permit any of your domestic subsidiaries to,
      syndicate or issue, attempt to syndicate or issue, announce or authorize the
      announcement of the syndication or issuance of, or initiate or pursue
      discussions with third parties concerning the syndication or issuance of, any
      debt facility or debt security of the Company or any of its domestic
      subsidiaries (other than the syndication of the Notes as contemplated hereby),
      including any renewals or refinancings of any existing debt facility, without
      the prior written consent of the Arranger (not to be unreasonably withheld,
      it
      being understood that you and we contemplate that one or more Engagement
      Transactions (as defined in the Engagement Letter) will be carried out prior
      to
      June 30, 2008).

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    7.  Survival.  The
      provisions of this Commitment Letter relating to the payment of fees and
      expenses, indemnification and contribution and confidentiality and the
      provisions of Section 8 hereof will survive the expiration or termination of
      the
      Commitment or this Commitment Letter (including any extensions) and the
      execution and delivery of the Note Documentation, and the provisions of Section
      6 hereof will survive the execution and delivery of the Note
      Documentation.

     

    8.  Choice
      of Law; Jurisdiction; Waivers.

     

    (a)  This
      Commitment Letter will be governed by and construed in accordance with the
      laws
      of the State of New York.  The Company hereby irrevocably submits to
      the non-exclusive jurisdiction of any New York State court or Federal court
      sitting in the County of New York in respect of any suit, action or proceeding
      arising out of or relating to the provisions of this Commitment Letter, the
      Fee
      Letter or the Engagement Letter and irrevocably agrees that all claims in
      respect of any such suit, action or proceeding may be heard and determined
      in
      any such court.  The parties hereto hereby waive any objection that
      they may now or hereafter have to the laying of venue of any such suit, action
      or proceeding brought in any such court, and any claim that any such suit,
      action or proceeding brought in any such court has been brought in an
      inconvenient forum.  The parties hereto hereby waive, to the
      fullest extent permitted by applicable law, any right to trial by jury with
      respect to any action or proceeding arising out of or relating to this
      Commitment Letter, the Fee Letter or the Engagement
      Letter.

     

    (b)  No
      Purchaser will be liable in any respect for any of the obligations or
      liabilities of any other Purchaser under this Commitment Letter or arising
      from
      or relating to the transactions contemplated hereby.

     

    9.  Conversion
      to Term Loans.  Subject to the terms and conditions of this
      Section 9, the Arranger may, in its sole discretion, convert in whole, but
      not
      in part, the Notes to senior unsecured term loans (the “Term
      Loans”) on substantially the same terms as the Notes (such
      conversion, the “Term Loan
      Conversion”).  The Arranger shall notify the Company of
      any Term Loan Conversion at least ten (10) business days prior to the Conversion
      Deadline Date (as defined below), but in no event later than the Closing
      Date.  The effective date of the Term Loan Conversion (the
“Conversion Deadline Date”) shall be no earlier than
      five (5) business days after the Closing Date and no later than ten (10)
      business days after the Closing Date.  In connection with the
      syndication of any such Term Loans:

     

    (a)  The
      Company agrees to assist the Arranger in the preparation of a customary
      confidential information memorandum and other marketing materials to be used
      in
      connection with any syndication, including causing such confidential information
      memorandum to conform to market standards as reasonably determined by the
      Arranger and, at the request of the Arranger, the preparation of a version
      of
      the confidential information memorandum that does not contain material
      non-public information concerning the Company, its affiliates or its securities
      for purposes of United States federal and state securities laws
      (“Material Non-Public Information”).

     

    (b)  The
      Company acknowledges that (i) the Wachovia Parties on your behalf will make
      Information and Projections available to the proposed syndicate of Purchasers
      by
      posting the Information or Projections on IntraLinks or another similar
      electronic system and (ii) certain prospective Purchasers (such Purchasers,
      “Public Purchasers”; all other Purchasers,
“Private Purchasers”) may have personnel
      that do not
      wish to receive Material Non-Public Information with respect to the Company
      and
      its affiliates, or the respective securities of any of the foregoing, and who
      may be engaged in investment and other market-related activities with respect
      to
      such entities’ securities.  If requested, you will assist us in
      preparing materials not containing Material Non-Public Information (the
“Public Information Materials”), to be distributed to
      prospective Public Purchasers.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    (c)  Before
      distribution of any Information or Projections (i) to prospective Private
      Purchasers, you shall provide us with a customary letter authorizing the
      dissemination of Information and Projections and (ii) to prospective Public
      Purchasers, you shall provide us with a customary letter authorizing the
      dissemination of the Public Information Materials and confirming the absence
      of
      Material Non-Public Information therefrom.  In addition, at our
      request, you shall identify Public Information Materials by clearly and
      conspicuously marking the same as “PUBLIC”.  You agree that the
      Wachovia Parties on your behalf may distribute the following documents to all
      prospective Purchasers, unless you advise us in writing (including by email)
      within a reasonable time prior to their intended distributions that such
      material should only be distributed to prospective Private Purchasers: (a)
      administrative materials for prospective Purchasers such as investor meeting
      invitations and funding and closing memoranda, (b) notifications of changes
      to
      the terms of the Notes and (c) other materials intended for prospective
      Purchasers after the initial distribution of the Information and Projections,
      including drafts and final versions of definitive documents with respect to
      the
      Notes.  If you advise us that any of the foregoing items should be
      distributed only to Private Purchasers, then the Wachovia Parties will not
      distribute such materials to Public Purchasers without further discussions
      with
      you.  You agree (whether or not any Information or Projections are
      marked “PUBLIC”) that Information and Projections made available to prospective
      Public Purchasers in accordance with this Commitment Letter shall not contain
      Material Non-Public Information.

     

    10.  Miscellaneous.

     

    (a)  This
      Commitment Letter may be executed in one or more counterparts, each of which
      will be deemed an original, but all of which taken together will constitute
      one
      and the same instrument.  Delivery of an executed signature page of
      this Commitment Letter by facsimile or other electronic transmission will be
      effective as delivery of a manually executed counterpart hereof.  This
      Commitment Letter may not be amended or waived except by an instrument in
      writing signed by the Wachovia Parties and you.

     

    (b)  The
      Company may not assign any of its rights, or be relieved of any of its
      obligations, without the prior written consent of each of the Wachovia Parties
      (and any purported assignment without such consent will be null and
      void).  In connection with any syndication of all or a portion of the
      Commitment, the rights and obligations of each Purchaser hereunder may be
      assigned; provided that the Commitment hereunder shall continue in
      effect notwithstanding any such assignment until the purchase of the Notes
      on
      the Closing Date.

     

    (c)  This
      Commitment Letter and the attached Exhibits set forth the entire understanding
      of the parties hereto as to the scope of the Commitment and the obligations
      of
      the Wachovia Parties hereunder.  This Commitment Letter supersedes all
      prior understandings and proposals, whether written or oral, between any of
      the
      Wachovia Parties and you relating to any financing or the transactions
      contemplated hereby.  This Commitment Letter is in addition to the
      agreements of the parties contained in the Fee Letter.

     

    (d)  This
      Commitment Letter has been and is made solely for the benefit of the parties
      signatory hereto, the Indemnified Persons, and their respective heirs,
      successors and assigns, and nothing in this Commitment Letter, expressed or
      implied, is intended to confer or does confer on any other person or entity
      any
      rights or remedies under or by reason of this Commitment Letter or the
      agreements of the parties contained herein.

     

    (e)  You
      acknowledge that the Wachovia Parties may be (or may be affiliated with) full
      service financial firms and as such from time to time may effect transactions
      for their own account or the account of customers, and hold long or short
      positions in debt or equity securities or loans of companies that may be the
      subject of the transactions contemplated by this Commitment
      Letter.  You hereby waive and release, to the fullest extent permitted
      by law, any claims you have with respect to any conflict of interest arising
      from such transactions, activities, investments or holdings, or arising from
      the
      failure of any Wachovia Party or any of its affiliates to bring such
      transactions, activities, investments or holdings to your
      attention.  In addition, you acknowledge that the transactions
      contemplated by this Commitment Letter, the Fee Letter and the Engagement Letter
      are arms-length commercial transactions and that each of the Wachovia Parties
      is
      acting as principal and in its own best interests.  You are relying on
      your own experts and advisors to determine whether the transactions contemplated
      by this Commitment Letter, the Fee Letter and the Engagement Letter are in
      your
      best interests.  You agree that each of the Wachovia Parties will act
      under this Commitment Letter, the Fee Letter and the Engagement Letter as an
      independent contractor and that nothing in this Commitment Letter, the Fee
      Letter, the Engagement Letter, the nature of our services, or in any prior
      relationship will be deemed to create an advisory, fiduciary or agency
      relationship between any Wachovia Party on the one hand and the Company, its
      stockholders or its affiliates on the other hand.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    (f)  The
      Company agrees that the Wachovia Parties have the right to place advertisements
      in financial and other newspapers and journals at their own expense describing
      their services to the Company; provided that such Wachovia Party will
      submit a copy of any such advertisements to the Company for its prior approval,
      which approval will not be unreasonably withheld.

     

    (g)  You
      agree
      to provide us, prior to the Closing Date, with all documentation and other
      information reasonably requested by us to satisfy the requirements of bank
      regulatory authorities under applicable “know your customer” and anti-money
      laundering rules and regulations, including, without limitation, the U.S.A.
      Patriot Act.

     

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    If
      you
      are in agreement with the foregoing, kindly sign and return to us the enclosed
      copy of this Commitment Letter.

        

                           Very
      truly
      yours,

     

    
      	 	WACHOVIA
              INVESTMENT HOLDINGS, LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Rit
              N.
              Amin	 
	 	 	Name: 
Rit
              N. Amin	 
	 	 	Title:   
              Director	 
	 	 	 	 


    

     

    
       

      
        	 	WACHOVIA
                CAPITAL MARKETS, LLC	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Rit
                N.
                Amin	 
	 	 	Name: 
Rit
                N. Amin	 
	 	 	Title:   
                Director	 
	 	 	 	 


      

       

      


    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    Accepted
      and agreed to as of the

    date
      first above written:

     

    
      
        	IKON
                OFFICE SOLUTIONS, INC.
	 	 
	
                By:
                  

              	/s/ Richard
                Obetz
	 	Name: 
Richard
                Obetz
	 	Title:   
                Treasurer
	 	 


      

       

    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      A TO COMMITMENT LETTER

     

    SUMMARY
      OF CERTAIN INDENTURE TERMS

     

    
      Set
        forth below is a summary of certain of the terms of the Notes and the
        documentation related thereto.  Capitalized terms used and not
        otherwise defined herein have the meanings set forth in the Commitment Letter
        to
        which this Exhibit  is attached and of which it forms a
        part

       

      
        	
                Notes

              	
                Senior
                  unsecured floating rates notes (the “Notes”) in
                  an aggregate principal face amount of up to $150.0 million, which
                  Notes
                  shall be issued with one percent (1%) original issue discount resulting
                  in
                  a funding amount of $148.5 million.

              
	 	 
	
                Maturity

              	
                December
                  31, 2011.

              
	 	 
	
                Optional
                  Redemption

              	
                The
                  Notes may be redeemed, at the option of the Company, in whole or
                  in part,
                  upon not less than 30 days and not more than 60 days notice, at
                  a
                  redemption price (the “Redemption Price”) based
                  on the principal amount being redeemed at the applicable percentage
                  set
                  forth in the schedule below, in each case, plus accrued interest
                  on the
                  principal redeemed:

              


      

       

      
        
          	 	
                  Date
                    of Redemption

                	
                  Redemption
                    Price Percentage

                
	 	
                      Closing
                    Date through 6/30/2008

                	
                  100.00%

                
	 	
                      7/1/2008
                    through 3/31/2009

                	
                  103.00%

                
	 	
                      4/1/2009
                    through 12/31/2009

                	
                  102.00%

                
	 	
                      Thereafter

                	
                  100.00%

                


        

      

       

      
        	
                Negative
                  Covenants

              	
                Consistent
                  with those set forth in the Existing 2015 Indenture; provided,
                  that the Company shall be prohibited from making optional redemptions
                  of
                  the Existing 2015 Notes through tender offers or otherwise or by
                  making
                  open market purchases of such Existing 2015 Notes.

              
	 	 
	
                Interest
                  Rate

              	
                The
                  Notes shall bear interest at the LIBOR Rate plus the Applicable
                  Margin,
                  payable quarterly.

                 

                As
                  used herein:

                 

                “LIBOR
                  Rate” means the rate (adjusted for statutory reserve
                  requirements for eurocurrency liabilities) at which eurodollar
                  deposits
                  for 3 months are offered in the interbank eurodollar
                  market.

                 

                “Applicable
                  Margin” means (a) from the Closing Date through June 30,
                  2008, 5.00% and (b) thereafter,
                  5.75%.

              


      

      
 

    

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      B TO COMMITMENT LETTER

     

    SUMMARY
      OF CERTAIN NOTE PURCHASE AGREEMENT TERMS

     

    
      Set
        forth below is a summary of certain of the terms of the Note Purchase Agreement
        and the documentation related thereto.  Capitalized terms used and not
        otherwise defined herein have the meanings set forth in the Commitment Letter
        to
        which this Exhibit is attached and of which it forms a part

       

      
        	
                Termination
                  Events

              	
                None.

              
	 	 
	
                Conditions
                  to Obligation

                to
                  Purchase

              	
                 

                Conditions
                  to be limited to the following:

                 

                (a)           The
                  accuracy of the representations and warranties substantially identical
                  to
                  those set forth in clauses (i), (ii), (iv), (v), (vi), (vii), (x)
                  and (xi)
                  of Section 1 of the Existing 2015 Purchase Agreement (provided,
                  that to the extent such representations and warranties refer to
                  certain of
                  the Existing 2015 Note Documentation, such references shall be
                  deemed to
                  be references to the applicable Note Documentation).

                 

                (b)           
                  Delivery of an opinion, dated as of the Closing Date, of Mark A.
                  Hershey,
                  Senior Vice President, General Counsel and Secretary of the Company,
                  to
                  the Purchasers in form and substance substantially identical to
                  the
                  opinion delivered pursuant to the Existing 2015 Purchase
                  Agreement.

                 

                (c)           Delivery
                  of an opinion, dated as of the Closing Date, of Cravath, Swaine
&
                  Moore LLP, counsel to the Company, to the Purchasers in form and
                  substance
                  substantially identical to the opinion delivered pursuant to the
                  Existing
                  2015 Purchase Agreement.

                 

                (d)           The
                  Company shall have used its commercially reasonable efforts to
                  obtain and
                  deliver to the Purchasers a letter, dated as of the date of purchase
                  of
                  the Notes or the time of sale thereof and with a “cut-off date” within
                  three days of the date of such letter, from PricewaterhouseCoopers
                  LLP,
                  independent public accountants, in form and substance reasonably
                  satisfactory to the Purchasers, containing statements and information
                  of
                  the type ordinarily included in accountants’ “comfort letters” to
                  underwriters with respect to the financial statements and certain
                  financial information contained in the final Note
                  Documentation.

                 

                (e)           There
                  not having occurred any event, development or circumstance since
                  June 30,
                  2007 (the date of the most recent unaudited financial statements
                  delivered
                  to the Arranger as of the date hereof) that has caused or would
                  reasonably
                  be expected to cause any material adverse change in or affecting
                  the
                  business, condition (financial or otherwise), results of operations,
                  assets or liabilities of the Company and its subsidiaries, taken
                  as a
                  whole.

                 

              


      

      


    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

     
      
        	
                 

              	
                (f)           The
                  Notes shall be (i) represented by one or more certificates in definitive
                  global form, (ii) registered with Cede & Co., as nominee of The
                  Depository Trust Company (“DTC”) and eligible
                  for clearance and settlement through DTC and (iii) designated by
                  the NASD
                  Private Offering Resale and Trading through Automatic Linkage Market
                  (“PORTAL”) as market securities in accordance
                  with the rules and regulations adopted by the National Association
                  of
                  Securities Dealers, Inc. relating to trading in PORTAL.

                 

                (g)           The
                  Company shall have used its commercially reasonable efforts to
                  deliver
                  such customary closing certificates consistent with those delivered
                  in
                  connection with the offering of the Existing 2015 Notes and as
                  are
                  reasonably requested by the
                  Purchasers.

              


      

      


    

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      C TO COMMITMENT LETTER

     

    FUNDING
      CONDITIONS

     

    Capitalized
      terms used but not defined herein have the meanings assigned to them in the
      Commitment Letter to which this Exhibit is attached and of which it forms a
      part.  The purchase of the Notes is conditioned upon satisfaction of,
      among other things, the conditions precedent summarized below.

    


     

    
      	
              (a)  

            	
              The
                execution and delivery of the Note Purchase Agreement, the Indenture,
                a
                customary registration rights agreement and the Notes consistent
                with the
                Commitment Letter (collectively, the “Note
                Documentation”), in each case, substantially identical to
                the Existing 2015 Note Documentation (except to the extent set forth
                on
                the foregoing Exhibit A and Exhibit B); the fulfillment or waiver
                in
                writing of the conditions under the Note Purchase Agreement set forth
                on
                the foregoing Exhibit B.

            


    

     

    
      	
              (b)  

            	
              There
                shall not exist (pro forma for the Tender Offer and the financing
                thereof) any default or event of default under any of the Note
                Documentation or under any other material indebtedness of the Company
                (including the Existing 2015 Indenture and the Company’s existing amended
                and restated credit agreement dated as of June 28, 2006, as
                amended).

            


    

     

    
      	
              (c)  

            	
              The
                Tender Offer shall have been consummated (or shall be consummated
                substantially concurrently with the purchase of the Notes) for an
                aggregate purchase price not exceeding $295.0 million pursuant to
                documentation reasonably satisfactory to the Arranger, and no provision
                thereof shall have been waived, amended, supplemented or otherwise
                modified without the consent of the Arranger (which consent shall
                not be
                unreasonably withheld).

            


    

     

    
      	
              (d)  

            	
              The
                Company shall have complied in all material respects with all of
                its
                obligations under and agreements in the Commitment Letter, the Fee
                Letter
                and the Engagement Letter.

            


    

     

    
      	
              (e)  

            	
              At
                least 15 days prior to the Closing Date, the Arranger shall have
                received (i) audited financial statements of the Company for each
                of the
                three fiscal years immediately preceding the Closing Date; (ii) unaudited
                financial statements for any interim period or periods of the Company
                ended after the date of the most recent audited financial statements
                and
                at least 45 days prior to the Closing Date (which shall have been
                reviewed
                by the independent accountants for the Company as provided in Statement
                on
                Auditing Standards No. 100); and (iii) customary pro forma financial
                statements, in each case that are satisfactory in form to the Arranger
                in
                its reasonable discretion.  You acknowledge that the pro formas
                contained in the draft Offer to Purchase heretofore delivered to
                you meet
                the requirements of clause (iii)
                above.

            


    

     

    
      	
              (f)  

            	
              The
                Company shall have complied with all other customary closing conditions,
                including, without limitation: (i) obtaining material third party
                and
                governmental consents necessary in connection with the Tender Offer
                or the
                financing thereof and (ii) absence of litigation or regulatory action
                affecting the Tender Offer or the financing thereof.  The
                Arranger shall have received all documentation and other information
                reasonably requested by the Purchasers to enable them to comply with
                the
                requirements of bank regulatory authorities under applicable
                “know-your-customer” and anti-money laundering rules and regulations,
                including the U.S.A. Patriot Act.

            


    

     

     

     

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      D TO COMMITMENT LETTER

    
       

      RETAINED
        DEBT

       

      
        	($
                in thousands)	 	 	 
	
                Long-Term
                  Corporate Debt

              	 	 	 
	 	 	
                
                  As
                    of 9/30/2007

                

              	 
	
                Bond
                  issue at stated interest rate of 6.75%, due 2025

              	 	$	
                260,400

              	 
	
                Bond
                  issue at stated interest rate of 7.30%, due 2027

              	 	 	
                94,600

              	 
	
                bond
                  issue at stated interest rate of 7.75% due 2015

              	 	 	
                225,000

              	 
	
                Capital
                  lease obligations

              	 	 	
                
                  13,100

                

              	 
	
                Total
                  Corporate Debt

              	 	$	
                593,100

              	 
	 	 	 	 	 
	
                Long-Term
                  Non-Corporate Debt

              	 	 	 	 
	 	 	
                
                  As
                    of 9/30/2007

                

              	 
	
                Asset
                  securitization conduit financing at average interest rate of 7.0%(1)

              	 	$	
                158,666

              	 
	
                Notes
                  payable to banks at average interest rate of 6.23%

              	 	 	
                58

              	 
	
                Debt
                  supporting certain lease and residual value guarantees(2)

              	 	 	
                
                  73,687

                

              	 
	
                Total
                  Non-Corporate Debt

              	 	$	
                232,411

              	 


      

      _____________________________________________

      (1)
        In
        June 2007, IKON’s United Kingdom leasing subsidiaries, IKON Capital PLC and IKON
        Office Solutions Dublin Limited, replaced their existing asset securitization
        conduit financing agreement with a new five year agreement (the “New U.K.
        Conduit”), including a 364 day revolving liquidity facility with a new
        lender.  The facility size was increased from £95,000 to
£105,000.  If the New U.K. Conduit is not renewed at the end of each
        364 day period during the life of the agreement or upon expiration, any
        outstanding balance due converts to an amortizing loan to be repaid with
        collections from previously funded lease contracts.

       

      (2)
        Due mainly to certain provisions within IKON’s agreements with GE and other
        third party syndicators, when the Company is the original equipment lesser
        (primarily state and local government contracts), IKON is required to record
        debt (and related assets) for certain lease and residual value
        guarantees.

       

    

    In
      addition to the amounts set forth in the foregoing table, Retained Debt shall
      also include:

     

    
      	
              (a)  

            	
              up
                to $5.0 million of additional capital lease
                obligations;

            


    

     

    
      	
              (b)  

            	
              up
                to $2.0 million of other debt;

            


    

     

    
      	
              (c)  

            	
              asset
                securitization conduit financing in an aggregate principal amount
                (including amounts set forth in the foregoing table) not to exceed
£105.0
                million;

            


    

     

    
      	
              (d)  

            	
              notes
                payable in an aggregate principal amount (including amounts set forth
                in
                the foregoing table) not to exceed $2.0 million;
                and

            


    

     

    
      	
              (e)  

            	
              additional
                debt supporting lease and residual value
                guarantees.

            


    

     

     

    
       

      D-1