AMENDMENT NO. 1 TO CONFIDENTIALITY AGREEMENT
AMENDMENT
NO. 1 dated as of November 20, 2007 (this
“Amendment”), to the CONFIDENTIALITY AGREEMENT
(the “Confidentiality Agreement”) dated as of
October 12, 2007, between IKON Office Solutions,
Inc., an Ohio corporation, and Steel Partners II,
L.P. Capitalized terms not otherwise defined herein
have the meanings ascribed thereto in the Confidentiality
Agreement.
WHEREAS,
the Parties to the Confidentiality Agreement wish to amend
certain provisions of the Confidentiality Agreement as set
forth in this Amendment.
NOW
THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as
follows:
1.
The
Parties agree that the sixth paragraph of the Confidentiality
Agreement starting with “The Interested Party further
agrees…” and ending with “not earlier than
December 1, 2007” is hereby amended and replaced with the
following six paragraphs:
“The
Interested Party further agrees that it shall not, and shall
cause its affiliates not to, prior to May 19, 2009, directly
or indirectly, alone or in concert with others or in any other
manner: (1) acquire, agree to acquire, or make any proposal to
acquire any securities or assets of the Disclosing Party
(other than assets transferred in the ordinary course of its
business), acquire “beneficial ownership” (within
the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) of any
equity securities of the Disclosing Party, or acquire any
economic long position in voting securities of the Disclosing
Party through the purchase of any equity derivative contract,
(2) except at the specific written request of the Disclosing
Party, propose to enter into, directly or indirectly, any
merger, consolidation, share exchange, recapitalization,
business combination or similar transaction involving the
Disclosing Party or any of its subsidiaries, (3) solicit
proxies or consents from shareholders of the Disclosing Party
(whether or not such solicitation is subject to Regulation 14A
under the Exchange Act) or otherwise acquire voting power with
respect to any equity securities of the Disclosing Party, (4)
form, join or in any way participate in a “group”
(within the meaning of Section 13(d)(3) of the Exchange Act)
with respect to any voting securities of the Disclosing Party
or any of its subsidiaries, (5) propose any person for
nomination or election as a director of the Disclosing Party
or otherwise seek to include any matter for consideration at a
meeting of shareholders of the Disclosing Party, (6) otherwise
act, alone or in concert with others, to seek to control or
influence the management, the board of directors or policies
of the Disclosing Party, including by communicating with the
board of directors of the Disclosing Party, management,
employees or shareholders of the Disclosing Party to the
effect that the board of directors of the Disclosing Party
should engage in a strategic transaction or recapitalization
transaction or otherwise with respect to potential material
transactions or changes in corporate strategy or corporate
governance, (7) request a waiver or amendment of this
paragraph, (8) take any action that would reasonably be
expected to require the Disclosing Party to make any
announcement regarding any of the foregoing, (9) disclose any
intention, plan or arrangement inconsistent with the
foregoing, or (10) assist, advise or encourage any other
person in doing any of the foregoing; provided ,
however , that (i) the restrictions contained in
this paragraph shall not apply to (A) any proposal by the
Interested Party to acquire any securities or assets of
the Disclosing Party made to the board of directors
of the Disclosing Party only after the board has publicly
announced a determination to solicit offers or proposals
for the purchase of all or a material portion of
the securities or assets of the Disclosing Party;
(B) any bona fide proposal by the Interested Party to
acquire more than 25% of the Disclosing Party’s common
stock (the “Common Stock”) made to the board
of directors of the Disclosing Party in response to a
public unsolicited offer or proposal by a third
party unaffiliated with the Interested Party (and not
acting in concert with the Interested Party) to acquire
more than 25% of the Common Stock or more than 25% of the
Disclosing Party’s consolidated total
non-current assets, unless such unsolicited offer or
proposal is publicly opposed by the Disclosing Party
within 20 days of its public disclosure; or (C)
any announcement or activities of the Interested Party in
support of or in opposition to any proposal for
consideration by the shareholders of the Disclosing Party
at any meeting of shareholders or by written consent
of shareholders of the Disclosing Party that has been
proposed by the board of directors or management of the
Disclosing Party; and (ii) in response to an public
unsolicited offer or proposal by a third party unaffiliated
with the Interested Party (and not acting in concert with
the Interested Party), other than a current shareholder
of the Disclosing Party, to acquire more than 25% of the
Common Stock or more than 25% of the Disclosing
Party’s consolidated total non-current assets or any
proposal for consideration by the shareholders of the
Disclosing Party at any meeting of shareholders or by
written consent of shareholders of the Disclosing Party
that has been proposed by any third party
unaffiliated with the Interested Party (and not acting in
concert with the Interested Party), other than a current
shareholder of the Disclosing Party, the Interested Party
may make public statements as to whether it is or is not in
favor of such offer or proposal or as to how it intends to
vote with respect to such proposal, as
applicable.
Notwithstanding
anything herein to the contrary, the restrictions contained
i
