EXHIBIT 4.2
Draft of May 13, 1997
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IKON CAPITAL, INC.
TO
THE CHASE MANHATTAN BANK,
Trustee
______________
FIRST SUPPLEMENTAL INDENTURE
Dated as of May __, 1997
TO
INDENTURE
Dated as of June 30, 1995
______________
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FIRST SUPPLEMENTAL INDENTURE, dated as of May __, 1997, between IKON
Capital, Inc. (formerly known as "Alco Capital Resource, Inc."), a corporation
duly organized and existing under the laws of the State of Delaware (herein
called the "Company"), having its principal office at 0000 Xxxx Xxxx, Xxxxx,
Xxxxxxx, and The Chase Manhattan Bank (formerly known as "Chemical Bank"), a
banking corporation duly organized and existing under the laws of the State of
New York, as Trustee (herein called the "Trustee").
Recitals of the Company
The Company has duly heretofore executed and delivered to the Trustee an
Indenture, dated as of June 30, 1995 (the "Indenture"), providing for the
issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (herein and therein called the "Securities"), to be issued in
one or more series as in the Indenture provided. All terms used in this First
Supplemental Indenture which are defined in the Indenture shall have the same
meanings assigned to them in the Indenture.
Section 901(2) of the Indenture provides that, without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, to add to the
covenants of the Company for the benefit of the Holders of all or any series of
Securities.
On October 22, 1996, the Company and IKON Office Solutions, Inc. ("IKON")
(formerly known as "Alco Standard Corporation") entered into a Support
Agreement.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company, and a valid supplement to the Indenture, have been
done.
Now, Therefore, This First Supplemental Indenture Witnesseth:
For and in consideration of the premises, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:
1. The following definition is hereby added to Section 101 of the
Indenture:
""1996 Support Agreement" means the Amended and Restated 1996 Support
Agreement, dated as of October 22, 1996, between Alco Standard and the Company,
as it may from time to time be amended pursuant to the applicable provisions
hereof or thereof."
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2. A new Section 1004A is hereby inserted into the Indenture to read in
its entirety as follows:
"Section 1004A. Maintenance of 1996 Support Agreement.
The Company covenants that it:
(1) will observe and perform in all material respects all covenants or
agreements of the Company contained in the 1996 Support Agreement;
(2) to the extent possible, will cause Alco Standard to observe and perform
in all material respects all covenants or agreements of Alco Standard contained
in the 1996 Support Agreement; and
(3) will not waive compliance under, amend in any material respect or
terminate the 1996 Support Agreement; provided, however, that the 1996 Support
Agreement may be amended or terminated if either (i) all the outstanding debt of
the Company is repaid or (ii) approval of Holders of not less than 66 2/3% in
principal amount of the Outstanding Securities of each series is obtained."
3. This First Supplemental Indenture shall be construed in accordance with
the laws of the State of New York without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
4. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this First Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are
made solely by the Company.
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This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
IKON Capital, Inc.
By...................................
Attest:
...........................
The Chase Manhattan Bank, as Trustee
By....................................
Attest:
...........................
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Xxxxx xx Xxx Xxxx )
) ss.:
County of New York )
On the ..... day of ............, ...., before me personally came
.........................., to me known, who, being by me duly sworn, did depose
and say that he is ..................... of ......................., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
........................................
State of New York )
) ss.:
County of New York )
On the ..... day of ..........., ...., before me personally came
......................., to me known, who, being by me duly sworn, did depose
and say that he is a ..................... of ......................., one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
........................................
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