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EXHIBIT 2
AMENDMENT TO SUBSCRIPTION AGREEMENT
AMENDMENT (the "Amendment"), dated as of December 16, 1999, to the
SUBSCRIPTION AGREEMENT (the "Original Subscription Agreement"), dated as of
November 2, 1999, between DANKA BUSINESS SYSTEMS PLC, a limited liability
company organized and existing under the laws of England and Wales (the
"Company"), and CYPRESS MERCHANT BANKING PARTNERS II L.P., a Delaware limited
partnership, CYPRESS MERCHANT BANKING II C.V., a limited partnership organized
and existing under the laws of The Netherlands and 55TH STREET PARTNERS II
L.P., a Delaware limited partnership (collectively, the "Subscribers").
WHEREAS, the Company and the Subscribers have entered into the
Original Subscription Agreement; and
WHEREAS, the Company and the Subscribers desire to amend the Original
Subscription Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company and the Subscribers hereby agree that
the Original Subscription Agreement is amended as follows:
ARTICLE I
AMENDMENTS
SECTION 1.1. Section 5.8(b) of the Original Subscription Agreement is
hereby amended by deleting the text thereof in its entirety and replacing it
with the following:
"After the Closing, the Company shall use its best efforts to
obtain a financing commitment from one or more major banks or
financial institutions with respect to the refinancing of the
substantial portion of its outstanding Indebtedness, which
shall be in form and substance reasonably satisfactory to the
Subscribers."
SECTION 1.2. Section 6.1(f)(ii) of the Original Subscription Agreement
is hereby amended by deleting the text thereof in its entirety and replacing it
with the words "Intentionally Omitted".
SECTION 1.3. Section 6.2(f)(ii) of the Original Subscription Agreement
is hereby amended by deleting the text thereof in its entirety and replacing it
with the words "Intentionally Omitted".
SECTION 1.4. Section 9.1(a)(iii) of the Original Subscription
Agreement is hereby amended by deleting the text thereof in its entirety and
replacing it with the words "Intentionally Omitted".
SECTION 1.5. Section 2.4 of the Original Subscription Agreement is
hereby amended and restated in its entirety as follows:
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"SECTION 2.4. Closing Deliveries by the Company. (a) At the Closing,
the Company shall deliver to the Subscribers:
(i) certificates evidencing the Participating Shares,
registered in the name of the applicable Subscriber;
(ii) a receipt for the Subscription Price; and
(iii) an executed Registration Rights Agreement.
(b) On January 5, 2000, in consideration of the subscription by the
Subscribers for the Participating Shares, the Company shall deliver to the
Subscribers a non-refundable commission payable to the Subscribers or, at their
direction, to an Affiliate of the Subscribers, by wire transfer of immediately
available funds to a bank account or accounts to be designated by the
Subscribers in writing at least two Business Days prior to the Closing Date in
an amount equal to U.S.$4,000,000, which represents 2% of the Subscription
Price (for the avoidance of doubt, the Company being responsible for any VAT
payable in respect of such commission)."
SECTION 1.6. Schedule 2.2 of the Original Subscription Agreement is
hereby amended and restated in its entirety as set forth in Exhibit A hereto.
ARTICLE II
MISCELLANEOUS
SECTION 2.1 This Amendment shall become effective upon the execution
and delivery hereof by the Company and the Subscribers.
SECTION 2.2 Capitalized terms defined in the Original Subscription
Agreement and not otherwise defined herein shall have the meanings assigned
thereto in the Original Subscription Agreement.
SECTION 2.3 This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party, it being understood that each
party need not sign the same counterpart.
SECTION 2.4 THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 2.5 All references in the Original Subscription Agreement to
"this Agreement," "hereof," "herein," or "hereunder" and words of similar
import shall mean and refer
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to the Original Subscription Agreement as amended by this Amendment (as well as
by all other subsequent amendments, restatements, modifications and supplements
thereto).
SECTION 2.6 Except as expressly amended herein, the Original
Subscription Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment
to be executed as of the date first written above by their respective officers
thereunto duly authorized.
DANKA BUSINESS SYSTEMS PLC
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
[Signatures continue on following page]
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CYPRESS MERCHANT BANKING
PARTNERS II L.P.
By: Cypress Associates II LLC,
its General Partner
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice Chairman
CYPRESS MERCHANT BANKING II C.V.
By: Cypress Associates II LLC,
its Managing General Partner
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice Chairman
55TH STREET PARTNERS II L.P.
By: Cypress Associates II LLC,
its General Partner
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice Chairman
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EXHIBIT A
SCHEDULE 2.2
PURCHASERS OF PARTICIPATING SHARES
Number of Participating
Shares to be Purchased
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Cypress Merchant Banking Partners II L.P. 190,085
Cypress Merchant Banking II C.V. 8,081
00xx Xxxxxx Partners II L.P. 1,834
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200,000
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