SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Sixth
Amendment") is made and entered into as of July 9, 1999 among
DANKA BUSINESS SYSTEMS PLC, a limited liability company
incorporated in England and Wales (Registered Number 1101386)
("Danka PLC"), DANKALUX SARL & CO. SCA, a Luxembourg company
("Dankalux"), and DANKA HOLDING COMPANY, a Delaware corporation
("Danka Holding") (Danka PLC, Dankalux and Danka Holding are
herein each a "Company" and collectively the "Companies"),
AMERICAN BUSINESS CREDIT CORPORATION, AMERITREND CORPORATION,
CORPORATE CONSULTING GROUP, INC., D.I. INVESTMENT MANAGEMENT,
INC., DANKA IMAGING DISTRIBUTION, INC., DANKA MANAGEMENT COMPANY,
INC., DANKA OFFICE IMAGING COMPANY, DYNAMIC BUSINESS SYSTEMS,
INC., XXXXXX ENTERPRISES, INC. OF SOUTH FLORIDA, QUALITY
BUSINESS, INC. (collectively with Danka Holding, the "Grantors"),
the entities listed on the signature pages hereof as
International Swing Line Borrowers (collectively the
"International Borrowers" and together with the Grantors and the
Companies, the "Danka Parties"), BANK OF AMERICA, NATIONAL
ASSOCIATION (formerly known as NationsBank, National Association,
a national banking association formerly known as NationsBank,
National Association (Carolinas)), each other Bank listed on the
signature pages hereof (each individually, a "Bank" and
collectively, the "Banks"), and BANK OF AMERICA, NATIONAL
ASSOCIATION (formerly known as NationsBank, National
Association), in its capacity as agent for the Banks (in such
capacity, the "Agent");
W I T N E S S E T H:
WHEREAS, the Companies, the Banks and the Agent have
entered into a Credit Agreement as of December 5, 1996, as
amended and supplemented by a First Amendment dated December 5,
1997, a Second Amendment dated July 28, 1998, a Third Amendment
dated as of December 31, 1998, a Fourth Amendment dated March 29,
1999 (the "Fourth Amendment"), a Fifth Amendment dated as of June
15, 1999 (the "Fifth Amendment"), a Waiver Letter Agreement (the
"October Waiver Letter Agreement") dated as of October 20, 1998
and a Waiver Letter Agreement dated February 18, 1999 (the
"February Waiver Letter Agreement" and, together with the October
Waiver Letter Agreement, the "Waiver Letter Agreements") (as
further amended hereby and as from time to time further amended,
supplemented or modified, the "Credit Agreement"), pursuant to
which the Banks agreed to make certain revolving credit, term
loan and letter of credit facilities available to the Companies;
and
WHEREAS, pursuant to the October Waiver Letter
Agreement (i) the Agent and the Grantors entered into a Security
Agreement dated as of October 20, 1998 (the "Security
Agreement"), (ii) the Grantors executed and delivered a Guaranty
Agreement dated as of October 20, 1998 (the "Guaranty"), and
(iii) Danka Holding executed and delivered a Stock Pledge
Agreement Supplement dated as of October 20, 1998 (the "Stock
Pledge Agreement Supplement");
NOW, THEREFORE, in consideration of the mutual
covenants set forth herein and other good and sufficient
consideration, receipt of which is hereby acknowledged, the Danka
Parties and the Banks do hereby agree as follows:
1. Definitions. Any capitalized terms used herein
without definition shall have the meaning set forth in the Credit
Agreement. The term "Waiver Term" is defined in Section 10
hereof.
2. Effectiveness of Fifth Amendment. As of the date
hereof, the Danka Parties anticipate that the DSI Sale (as
defined in the Fifth Amendment) will not occur on or before July
15, 1999. As a result thereof, the Danka Parties and the Banks
desire to retain certain provisions of the Fifth Amendment and
eliminate or modify certain other provisions of the Fifth
Amendment. In order to provide a clear statement of the parties'
intention, as of the effectiveness of this Sixth Amendment, all
of the provisions of the Fifth Amendment shall be terminated and
of no further force and effect (except to the extent that an
identical provision is included in this Sixth Amendment, which
identical provision shall thereupon become the effective
provision); provided, however, that nothing contained herein
shall adversely affect any actions taken under the Fifth
Amendment prior to the effectiveness of this Sixth Amendment,
including, without limitation, the payment of any fees pursuant
to the first sentence of Section 5 of the Fifth Amendment.
3. Amendment of Credit Agreement. Subject to the
terms and conditions set forth herein, the Credit Agreement is
amended as follows:
(a) Section 1.1 is hereby amended by adding the
following clause before the period at the end of the
definition of "Applicable Margin":
"; provided, however, that (1)
notwithstanding the foregoing, during the Waiver
Term (as defined in the Sixth Amendment to Credit
Agreement dated as of July 9, 1999 (the "Sixth
Amendment")), the Applicable Margin for all Base
Rate Loans and Offshore Rate Loans shall be 2.00%,
and (2) the Companies shall pay to the Agent for
distribution to the Banks, promptly upon
calculation by the Agent of the actual Average
Outstandings for any period (or portion thereof in
existence prior to the repayment in full of all
Obligations) referred to on Schedule I attached to
the Sixth Amendment (an "Applicable Period")
(where the term "Average Outstandings" shall mean
the sum of the average daily outstanding principal
amounts of all Term Loan Outstandings, Revolving
Loan Outstandings and International Swing Line
Outstandings during the Applicable Period), a fee
(the "Leverage Fee") equal to (A) the actual
Average Outstandings for the Applicable Period,
times (B) a fraction, the numerator of which is
the number of days in the Applicable Period and
the denominator of which is 360, times (C) the
number of basis points constituting the Leverage
Fee as determined by reference to such Schedule I,
using the applicable column thereof based on the
level of Average Outstandings for the Applicable
Period.
(b) Section 2.9(f) is hereby amended as
follows:
(i) Clause (i) of Section 2.9(f) is
amended by deleting the "and" at the
end thereof;
(ii) Clause (ii) of Section 2.9 (f) is
amended by deleting the period at the
end thereof and replacing it with
";and"; and
(iii) A new clause (iii) is added after
clause (ii) of Section 2.9(f) as
follows:
"(iii) Notwithstanding the provisions of
clauses (i) and (ii) hereof, the Net Proceeds of
any sale, transfer or disposition of all or any
portion of Omnifax, DSI or International (as each
of such terms is defined in the February Waiver
Letter Agreement (as defined in the Sixth
Amendment)) shall be applied as provided in the
February Waiver Letter Agreement, except that any
such Net Proceeds shall be applied to reduce the
Term Loans Outstanding in inverse order of
maturity."
(c) Clause (ii) of Section 8.3 is hereby amended
to delete the phrase "At any time on or after the
Effective Date," at the beginning thereof and replace
it with the following:
"(1) At any time during the Waiver Term and
(a) on and after September 30, 1999 and on or
prior to December 30, 1999, the Adjusted
Consolidated Net Worth (which term, as used in
this Section 8.3(ii), shall exclude the impact of
the $10,000,000 waiver extension fee provided for
in the first sentence of Section 9 of the Sixth
Amendment) of Danka PLC and its Subsidiaries to be
less than $158,000,000, (b) on and after December
31, 1999 and on or prior to March 30, 2000, the
Adjusted Consolidated Net Worth of Danka PLC and
its Subsidiaries to be less than $166,000,000, (c)
on and after March 31, 2000 and on or prior to
June 29, 2000, the Adjusted Consolidated Net Worth
of Danka PLC and its Subsidiaries to be less than
$172,000,000 and (d) on and after June 30, 2000
and on or prior to July 31, 2000, the Adjusted
Consolidated Net Worth of Danka PLC and its
Subsidiaries to be less than $184,000,000, and (2)
thereafter at any time,".
(d) Section 8.3 is hereby amended to add new
clauses (iv) and (v) after clause (iii) thereof to read
as follows:
"(iv) (A) The cumulative Consolidated EBITDA of
Danka PLC and it Subsidiaries (a) for the two fiscal
quarter period ending September 30, 1999, to be less
than $95,624,000, (b) for the three fiscal quarter
period ending December 31, 1999, to be less than
$159,265,000, (c) for the four fiscal quarter period
ending March 31, 2000, to be less than $226,002,000 and
(d) for the four fiscal quarter period ending June 30,
2000 and each four fiscal quarter period ending on a
September 30, December 31, March 31 or June 30
thereafter, to be less than $253,517,000 and (B) the
portion of the cumulative Consolidated EBITDA that is
attributable to the division(s) or business unit(s) of
the Companies commonly referred to as of the date of
the Sixth Amendment as "International" (a) for the two
fiscal quarter period ending September 30, 1999, to be
less than $9,562,000, (b) for the three fiscal quarter
period ending December 31, 1999, to be less than
$15,926,000, (c) for the four fiscal quarter period
ending March 31, 2000, to be less than $22,600,000 and
(d) for the four fiscal quarter period ending June 30,
2000 and each four fiscal quarter period ending on a
September 30, December 31, March 31 or June 30
thereafter, to be less than $25,352,000; provided,
however, that in making the calculation of Consolidated
EBITDA for any periods ending on or prior to July 31,
1999, the Consolidated EBITDA attributable to the
Omnifax division of Danka Office Imaging Company shall
be included.
(v) The ratio for any period of (A) Consolidated
EBITDA for such period, to (b) gross interest expense
(excluding the impact of the $10,000,000 waiver
extension fee provided for in the first sentence of
Section 9 of the Sixth Amendment) for such period, in
each case of Danka PLC and its Subsidiaries (a) as at
September 30, 1999 for the two fiscal quarters then
ending to be less than 2.00 to 1.00, (b) as at December
31, 1999 for the three fiscal quarters then ending to
be less than 2.00 to 1.00, (c) as at March 31, 2000 for
the four fiscal quarters then ending to be less than
2.00 to 1.00, (d) as at June 30, 2000 for the four
fiscal quarters then ending to be less than 2.00 to
1.00 and (e) as at the end of any fiscal quarter ending
on or after September 30, 2000 for the four fiscal
quarters then ending to be less than 2.00 to 1.00;
provided, however, that in making the calculation of
Consolidated EBITDA for any periods ending on or prior
to July 31, 1999, the Consolidated EBITDA attributable
to the Omnifax division of Danka Office Imaging Company
shall be included."
(e) Section 8.8 is hereby amended as follows:
(i) Clause (b) of Section 8.8 is amended
by deleting the word "or" at the end
thereof;
(ii) Clause (c) of Section 8.8 is amended
by deleting the period at the end
thereof and replacing it with ";or";
and
(iii) A new clause (d) is added after clause
(c) of Section 8.8 as follows:
"(d) Such sale, transfer or disposition is
the sale, transfer or disposition of the assets or
equity of any or all of the Omnifax division of
Danka Office Imaging Company substantially in
accordance with the terms and conditions described
on Exhibit A attached to the Sixth Amendment."
4. Limitation on Aggregate Amount of Revolving Loan
Outstandings and International Swing Line Outstandings.
Notwithstanding any limitation on the amount of
Revolving Loan Outstandings or International Swing Line
Outstandings contained in the February Waiver Letter Agreement
(including, without limitation, Section 7 thereof), the Fourth
Amendment (including, without limitation, Section 4 thereof) or
the Fifth Amendment (including, without limitation, Section 3
thereof) (a) the Companies shall be permitted to request and
receive (subject to the satisfaction of any applicable condition
precedent therefor) Revolving Loans from the Banks in an
aggregate amount such that the aggregate Dollar Equivalent Amount
of the principal of all Revolving Loan Outstandings after giving
effect to such borrowing shall not exceed the combined Revolving
Commitments of the Banks (minus the Currency Hedge Utilization),
all on the terms and conditions provided in the Credit Agreement,
and (b) the International Swing Line Borrowers shall be permitted
to request and receive (subject to the satisfaction of any
applicable condition precedent therefor) International Swing Line
Loans from the International Swing Line Banks in an aggregate
amount such that the aggregate Dollar Equivalent Amount of the
principal of all International Swing Line Outstandings after
giving effect to such borrowing shall not exceed the combined
International Swing Line Commitments of the International Swing
Line Banks, all on the terms and conditions provided in the
International Swing Line Agreements.
5. Amendment of February Waiver Letter Agreement.
Subject to the terms and conditions set forth herein, Section 9
of the February Waiver Letter Agreement is hereby amended by
adding the phrase "with respect to any Net Proceeds received on
or before October 31, 1999," immediately before the phrase "60%
of the first $200,000,000 of Net Proceeds, 80% of the next
$200,000,000 of Net Proceeds and 90% of any additional Net
Proceeds", and adding the following phrase immediately
thereafter: ", and with respect to any Net Proceeds received
after October 31, 1999, 80% of the amount of Net Proceeds so
received after October 31, 1999 up to the excess of (a)
$400,000,000 over (b) the aggregate amount of Net Proceeds which
was received on or before October 31, 1999 and 90% of any
additional Net Proceeds so received after October 31, 1999".
6. DSI Sale. The Danka Parties hereby agree to use
their best efforts to close a sale (the "DSI Sale") of the assets
or equity of the division(s) or business unit(s) of the Companies
commonly referred to as of the date hereof as "DSI" at a price
not less than their fair market value and on commercially
reasonable sales terms (it being understood that, as provided in
the Credit Agreement, the DSI Sale will require the prior written
consent of the Majority Banks).
7. DigiSource Financing.
(a) Notwithstanding any provision to the contrary
in the Loan Documents, including, without limitation, Section
8.2, Section 8.10 and Section 8.13 of the Credit Agreement and
Section 14 of the February Waiver Letter Agreement, the Companies
may (i) incur additional Indebtedness in an aggregate principal
amount not in excess of $40,000,000 at any one time outstanding
to finance on commercially reasonable terms the purchase,
marketing, sale and holding in inventory (but not the
development) of that product commonly referred to as the "Kodak
DigiSource 9110" or any substantially similar digital high volume
product (whether manufactured by the same or a different
company), and all related components, parts, accessories,
consumables and supplies (the "DigiSource Products"), (ii) grant
or create, or provide for the granting, imposition or retention
of, a Lien on any DigiSource Products and any proceeds of the
sale or other disposition thereof in favor of the seller,
distributor or any third party financing entity, in each case
providing the financing referred to in clause (i) above, or any
successor or assign thereof (collectively, the "DigiSource
Secured Party"), (iii) enter into an agreement not to permit any
Lien on the DigiSource Products in favor of any other Person,
including any of the Banks, and (iv) execute, deliver or file
financing statements with respect to the DigiSource Products to
perfect, or otherwise perfect, any Lien in favor of any
DigiSource Secured Party.
(b) The Companies hereby agree that they will deliver
to the Agent by facsimile transmission no less frequently than
once a week, a certificate with respect to any Indebtedness or
Lien incurred or created as permitted by clause (a) above, which
certificate shall:
(i) specify the dollar amount of such
Indebtedness outstanding as of the date of such certificate;
(ii) provide each serial number (in the case of
DigiSource Products having serial numbers) and such other
information requested by the Agent sufficient to identify (in the
case of all other DigiSource Products) each applicable DigiSource
Product;
(iii) indicate the location of each
applicable DigiSource Product as of the date of the certificate;
and
(iv) have attached thereto a copy of any
uniform commercial code financing statement which has been filed
with respect to such Indebtedness or Lien.
(c) The Banks agree that no Lien in favor of the
Secured Parties under (and as defined in) the Security Agreement
or other Loan Documents shall attach to or otherwise encumber the
DigiSource Products financed as described in clause (a) above or
the proceeds thereof and the Agent, on behalf of the Secured
Parties, shall execute and deliver any document, agreement or
other instrument and provide any acknowledgment reasonably
requested by the Companies or the DigiSource Secured Party to
provide assurances that the Secured Parties have or assert no
such Lien.
(d) The Companies agree that any Lien granted to
the DigiSource Secured Party shall extend only to the DigiSource
Products being financed by such DigiSource Secured Party and any
proceeds thereof and not to any other assets of the Companies.
8. Acknowledgment; Release.
(a) The Companies and the Grantors acknowledge
that they have no existing defense, counterclaim, offset,
cross-complaint, claim or demand of any kind or nature whatsoever
that can be asserted to reduce or eliminate all or any part of
any of their respective liability to pay the full indebtedness
outstanding under the terms of the Credit Agreement and any other
documents which evidence, guaranty or secure the Obligations.
The Companies and the Grantors hereby release and forever
discharge the Agent, the International Swing Line Banks, the
Banks and all of their officers, directors, employees, attorneys,
consultants and agents from any and all actions, causes of
action, debts, dues, claims, demands, liabilities and obligations
of every kind and nature, both in law and in equity, known or
unknown, whether matured or unmatured, absolute or contingent.
(b) The International Swing Line Borrowers
acknowledge that they have no existing defense, counterclaim,
offset, cross-complaint, claim or demand or any kind or nature
whatsoever that can be asserted to reduce or eliminate all or any
part of their respective liability to pay the full indebtedness
owed by any of them under the terms of the International Swing
Line Agreement or any separate facility which has been made
available to any of them by any International Swing Line Bank or
a Designated Local Lender (as defined in the International Swing
Line Agreement) and any agreements related thereto. The
International Swing Line Borrowers hereby release and forever
discharge the Agent, the International Swing Line Banks and the
Designated Local Lenders (as defined in the International Swing
Line Agreement) and all of their officers, directors, employees,
attorneys, consultants and agents from any and all actions,
causes of action, debts, dues, claims, demands, liabilities and
obligations of every kind and nature, both in law and in equity,
known or unknown, whether matured or unmatured, absolute or
contingent.
9. Waiver Extension Fees; Expenses. Upon the
effectiveness of this Sixth Amendment, the Banks shall have fully
earned and become entitled to receive a waiver extension fee in
an aggregate amount equal to $10,000,000, such fee to be paid by
the Danka Parties to the Agent for distribution to the Banks on
the earliest of (a) July 31, 2000, (b) the date on which the
Companies shall have paid all Obligations in full and shall have
terminated all Revolving Loan Commitments and Term Loan
Commitments of the Banks and all International Swing Line
Commitments of the International Swing Line Banks, and (c) the
date of the closing of the DSI Sale. In addition, in the event
that at any of the following dates the Companies shall not have
paid all Obligations in full and terminated all Revolving Loan
Commitments and Term Loan Commitments of the Banks and all
International Swing Line Commitments of the International Swing
Line Banks, the Danka Parties shall pay to the Agent for
distribution to the Banks a waiver extension fee calculated as
follows: (i) on October 31, 1999, equal to 1/4% of the Banks'
aggregate Commitments and International Swing Line Commitments
then in effect, (ii) on December 31, 1999, equal to 1/2% of the
Banks' aggregate Commitments and International Swing Line
Commitments then in effect and (iii) on March 31, 2000, equal to
1% of the Banks' aggregate Commitments and International Swing
Line Commitments then in effect. The Danka Parties shall pay to
ABN AMRO Bank N.V., on the effectiveness of this Sixth Amendment,
a facility fee in the amount of $50,000 for the period August 1,
1999 through July 31, 2000 in lieu of the fee provided in Section
2.9 of the International Swing Line Agreement. The Danka Parties
agree promptly to pay or reimburse the members of the Steering
Committee of Banks for such members' reasonable expenses
(including the reasonable fees and expenses of outside counsel
for each member of the Steering Committee) incurred in connection
with the Credit Agreement and the other Loan Documents.
10. Effectiveness; Extension of Waiver. This Sixth
Amendment shall become effective as of July 9, 1999 upon (a)
receipt by the Agent of an executed copy of this Sixth Amendment
(which may be signed in counterparts and may be received by
facsimile transmission) signed by the Danka Parties and the
Majority Banks and (b) receipt by the Danka Parties (with a copy
to the Agent) of a duly executed waiver effective for the entire
Waiver Term, (i) of all violations of the financial covenants
incorporated into the tax retention operating lease documents to
which certain of the Danka Parties are party, (ii) granting all
consents to the sale of the Omnifax division of Danka Office
Imaging Company referred to in Section 8.8(d) of the Credit
Agreement required to be obtained from the parties to such lease
documents, and (iii) waiving any required principal payments
under such lease documents during the Waiver Term (other than
certain cash collateralization payments required by such lease
documents upon the aforesaid sale of the Omnifax division or the
DSI Sale or upon any other sale of assets by the Danka Parties
(including, without limitation, any sale of collateral securing
obligations under such lease documents), and other than any
payments required by such lease documents on or after the date on
which the Companies shall have paid all Obligations in full and
shall have terminated all Revolving Loan Commitments and Term
Loan Commitments of the Banks and all International Swing Line
Commitments of the International Swing Line Banks). The waiver
of the enforcement of the financial covenants contained in
Section 8.3 of the Credit Agreement, as provided in the Waiver
Letter Agreements, shall continue in effect throughout the Waiver
Term; provided, however, that, notwithstanding the foregoing such
waiver shall not impair the effectiveness of the provisions of
this Sixth Amendment, including, without limitation, Section 3(c)
and (d) hereof, and the provisions of Section 8.3 of the Credit
Agreement modified or added hereby shall, as so modified or
added, be in full force and effect during the Waiver Term (and
the provisions of Section 7.1(c) of the Credit Agreement shall be
applicable thereto). The "Waiver Term" shall be the period
commencing upon the effectiveness of this Sixth Amendment and
ending on July 31, 2000. The provisions of Sections 8 and 12 of
the February Waiver Letter Agreement shall continue in effect
during the Waiver Term as if the phrase "Waiver Period" used
therein was replaced with the phrase "Waiver Term" as defined
herein.
11. Entire Agreement. This Sixth Amendment sets forth
the entire understanding and agreement of the parties hereto in
relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relative to such
subject matter.
12. Deemed Amendment of Other Loan Documents; Full
Force and Effect. To the extent necessary to give effect to the
provisions hereof, the International Swing Line Agreement and
Security Agreement shall be deemed amended and supplemented by
the terms hereof. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and
shall remain in full force and effect according to their
respective terms.
13. Counterparts. This Sixth Amendment may be
executed in any number of counterparts (including, without
limitation, counterparts sent by facsimile transmission), each of
which shall be deemed an original as against any party whose
signature appears thereon, and all of which shall together
constitute one and the same instrument.
14. Governing Law. This Sixth Amendment shall in all
respects be governed by the laws and judicial decisions of the
State of Florida.
15. Enforceability. Should any one or more of the
provisions of this Sixth Amendment be determined to be illegal or
unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the
parties hereto.
16. Authorization. This Sixth Amendment (including
the provisions of Exhibit A and Schedule I hereto) has been duly
authorized, executed and delivered by the parties hereto and
constitutes a legal, valid and binding obligation of the parties
hereto, except as may be limited by general principles of equity
or by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors'
rights generally.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.
WITNESS: DANKA BUSINESS SYSTEMS PLC
By:_____________________________________
Name:___________________________________
Title:__________________________________
DANKA HOLDING COMPANY
By:_____________________________________
Name:___________________________________
Title:__________________________________
DANKALUX SARL & CO. SCA
BY: DANKALUX SARL, COMMANDITE
By:_____________________________________
Name:___________________________________
Title:__________________________________
AMERICAN BUSINESS CREDIT CORPORATION
AMERITREND CORPORATION
CORPORATE CONSULTING GROUP, INC.
D.I. INVESTMENT MANAGEMENT, INC.
DANKA IMAGING DISTRIBUTION, INC.
DANKA MANAGEMENT COMPANY, INC.
DANKA OFFICE IMAGING COMPANY
DYNAMIC BUSINESS SYSTEMS, INC.
XXXXXX ENTERPRISES, INC. OF SOUTH FLORIDA
By:_____________________________________
Name:___________________________________
Title:__________________________________
QUALITY BUSINESS, INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
INTERNATIONAL SWINGLINE BORROWERS
DANKA CHILE COMERCIAL LTDA
DANKA DO BRASIL LIMITADA
DANKA MEXICANA S DE RL DE CV
DANKA DE PANAMA X.X.
XXXXX DE COLOMBIA
PUERTO RICO DANKA INC.
DANKA DE VENEZUELA X.X.
XXXXX AUSTRALIA PTY LIMITED &
DANKA NEW ZEALAND LIMITED
DANKA OFFICE IMAGING (JAPAN)
DANKA PHILIPPINES INC.
DANKA FRANCE S.A.R.L.
DANKA FRANCE XX
XXXXX OFFICE PRODUCTS B.V.
DANKA OFFICE IMAGING GMBH,
DANKA DEUTSCHLAND GMBH,
DANKA DISTRIBUTION GMBH,
DANKA DEUTSCHLAND HOLDING GMBH
DANKA OFFICE PRODUCTS B.V.
DANKA ITALIA S.P.A., BASSILLICHI INFOTEC
S.P.A., DANKA S.P.A. & DANKA OFFICE
IMAGING S.P.A.
DANKA HOLDINGS BV, DANKA EUROPE BV,
DANKA DISTRIBUTION BV (FKA INFOTEC
EUROPE BV), INFOTEC NEDERLAND BV,
DANKA GROUP BV, DANKA SERVICES
INTERNATIONAL BV, DANKA OFFICE
PRODUCTS BV, INFOTEC PARTICIPATIE BV,
AND DANKA NEDERLAND BV
DANKA OFFICE PRODUCTS BV
DANKA BUSINESS SYSTEMS PLC,
DANKALUX SARL & CO. SCA &
DANKA HOLDING COMPANY
By:_____________________________
Name: F. Xxxx Xxxxxxxxx
Title: Director
BANK OF AMERICA, NATIONAL ASSOCIATION.
(formerly known as NationsBank, N.A.), as
Agent and Issuing Bank
By:____________________________________
Name:__________________________________
Title:_________________________________
BANK OF AMERICA, NATIONAL ASSOCIATION
(formerly known as NationsBank, N.A.), as
a Bank (Trade)
By:__________________________________
Name:________________________________
Title:_______________________________
BANK OF AMERICA, NATIONAL ASSOCIATION
(formerly known as NationsBank, N.A.), as
a Bank
By:__________________________________
Name:________________________________
Title:_______________________________
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as International
Swing Line Bank
By:__________________________________
Name:________________________________
Title:_______________________________
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By:__________________________________
Name:________________________________
Title:_______________________________
THE BANK OF NOVA SCOTIA
By:__________________________________
Name:________________________________
Title:_______________________________
By:__________________________________
Name:________________________________
Title:_______________________________
THE BANK OF NEW YORK
By:__________________________________
Name:________________________________
Title:_______________________________
CREDIT LYONNAIS NEW YORK BRANCH
By:__________________________________
Name:________________________________
Title:_______________________________
CIBC, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
PNC BANK, KENTUCKY, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
FIRST UNION NATIONAL BANK
By:__________________________________
Name:________________________________
Title:_______________________________
SUN TRUST BANK, TAMPA BAY
By:__________________________________
Name:________________________________
Title:_______________________________
THE FUJI BANK AND TRUST COMPANY
By:__________________________________
Name:________________________________
Title:_______________________________
ABN AMRO BANK N.V.
By:__________________________________
Name:________________________________
Title:_______________________________
PARIBAS
By:__________________________________
Name:________________________________
Title:_______________________________
DEUTSCHE BANK AG
New York Branch and/or Cayman Island
Branch
By:__________________________________
Name:________________________________
Title:_______________________________
HIBERNIA NATIONAL BANK
By:__________________________________
Name:________________________________
Title:_______________________________
SAN PAOLO IMI SPA
By:__________________________________
Name:________________________________
Title:_______________________________
LLOYDS BANK PLC
By:__________________________________
Name:________________________________
Title:_______________________________
THE SUMITOMO BANK, LIMITED
By:__________________________________
Name:________________________________
Title:_______________________________
BANCA COMMERCIALE ITALIANA
New York Branch
By:__________________________________
Name:________________________________
Title:_______________________________
By:__________________________________
Name:________________________________
Title:_______________________________
AMSOUTH BANK OF FLORIDA
By:__________________________________
Name:________________________________
Title:_______________________________
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By:__________________________________
Name:________________________________
Title:_______________________________
By:__________________________________
Name:________________________________
Title:_______________________________
BANKERS TRUST COMPANY
By:__________________________________
Name:________________________________
Title:_______________________________
THE DAI-ICHI KANGYO BANK, LIMITED
By:__________________________________
Name:________________________________
Title:_______________________________
NATIONAL AUSTRALIA BANK LIMITED
ACN 004044937
By:__________________________________
Name:________________________________
Title:_______________________________
SANWA BANK LIMITED
By:__________________________________
Name:________________________________
Title:_______________________________
THE TOKAI BANK LIMITED, NEW YORK BRANCH
By:__________________________________
Name:________________________________
Title:_______________________________
WACHOVIA BANK OF GEORGIA, N.A.
By:__________________________________
Name:________________________________
Title:_______________________________
NATIONAL WESTMINSTER BANK PLC
By:__________________________________
Name:________________________________
Title:_______________________________
BANCA NAZIONALE DEL LAVORO S.p.A. -
LONDON BRANCH
By:__________________________________
Name:________________________________
Title:_______________________________
CREDIT AGRICOLE INDOSUEZ
By:__________________________________
Name:________________________________
Title:_______________________________
By:__________________________________
Name:________________________________
Title:_______________________________
STATE STREET BANK AND TRUST COMPANY
By:__________________________________
Name:________________________________
Title:_______________________________
THE CHASE MANHATTAN BANK
By:__________________________________
Name:________________________________
Title:_______________________________
LAZARD BROTHERS & CO., LIMITED
By:_____________________________________
Name:___________________________________
Title:__________________________________
SOUTHTRUST BANK, N.A.
By:_____________________________________
Name:___________________________________
Title:__________________________________
SCHEDULE I
LEVERAGE FEE
Period
(Dates Inclusive) LEVERAGE FEE (in bps)
Average Outstandings Average Outstandings
>= $650MM < $650MM
07/01/99 through 09/30/99 25 0
10/01/99 through 12/31/99 75 25
01/01/00 through 03/31/00 125 50
04/01/00 through 07/31/00 150 75
