FIRST AMENDMENT TO
AMENDED AND RESTATED GLOBAL OPERATING AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED GLOBAL OPERATING AGREEMENT dated as
of February 1, 2001 (this "Amendment") entered into by and between GENERAL
ELECTRIC CAPITAL CORPORATION ("GE Capital") and DANKA BUSINESS SYSTEMS PLC
("Danka").
RECITALS
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WHEREAS, Danka and GE Capital are parties to that certain Amended and
Restated Global Operating Agreement dated effective as of March 31, 2000 (the
"Global Operating Agreement"); and
WHEREAS, Danka and GE Capital have agreed, upon the terms and conditions
specified herein, to amend certain provisions of the Global Operating Agreement
as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Defined Terms. The capitalized terms used herein which are
defined in the Global Operating Agreement shall have the respective meanings
assigned to them in the Global Operating Agreement except as otherwise provided
herein.
Section 2. Amendments to the Global Operating Agreement. The Global
Operating Agreement is hereby amended as of the Amendment Effective Date (as
hereinafter defined) as follows:
(a) Schedule X to the Global Operating Agreement is amended by deleting in
their entirety the lines thereof reading:
"on and after 12/31/00 through 3/30/01 $426,438,000
on and after 3/31/01 through 6/30/01 $448,594,000"
and substituting therefor the following lines:
"on and after 12/31/00 through 3/28/01 $286,000,000
on and after 3/29/01 through 6/30/01 $448,594,000"
(b) The defined term "Danka Termination Event" is hereby amended in its
entirety to read as follows:
"Danka Termination Event" means the occurrence of any of the following:
(i) an Indebtedness Default that shall have continued for 90 consecutive
days or longer; or
(ii) a Net Worth Test Failure that shall have continued for 90 consecutive
days or longer; or
(iii) a Qualifying Change in Control of Danka; or
(iv) a Complete Cessation of Distribution of Office Imaging Solutions; or
(v) a Complete Cessation of Service.
Section 3. References to this Amendment and Effect on Principal Documents.
(a) This Amendment shall be effective on the date (the "Amendment Effective
Date") which is the later to occur of (1) effectiveness, in accordance with its
terms, of that certain Tenth Amendment to Credit Agreement dated as of December
15, 2000 by and between Danka, Bank of America, National Association and the
other parties thereto in the form attached hereto as Exhibit A, and (2)
execution and delivery of this Amendment by the parties hereto. Danka
acknowledges its obligation under Section 4.1(h) of the Global Operating
Agreement to deliver to GE Capital a true and correct copy of such amendment.
(b) From and after the effective date of this Amendment each reference in
the Global Operating Agreement to "this agreement", "hereunder" or "herein" or
words of like import shall mean and be a reference to the Global Operating
Agreement, as affected and amended hereby. Except as specifically amended
herein, the Global Operating Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects.
(c) Danka expressly acknowledges and agrees that GE Capital's acceptance
of, and agreement to, the provisions of this Amendment does not constitute an
election by GE Capital to adopt a Modified Net Worth Test pursuant to Section
6.3 of the Global Operating Agreement. Nothing contained herein shall be
construed to prohibit or impair GE Capital's right to make such an election at a
future date.
Section 4. Governing Law; Binding Effect. In all respects, including all
matters of construction, validity and performance, this Amendment shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York (without regard to conflict of law provisions) and any
applicable laws of the United States of America, and shall be binding upon the
parties hereto and their respective successors and permitted assigns.
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Section 5. Execution in 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 all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first written above.
GENERAL ELECTRIC
CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
DANKA BUSINESS SYSTEMS PLC
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Operating Officer
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