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EXHIBIT 6
FORM OF AMENDMENT TO GE CAPITAL LEASE FINANCING AGREEMENTS
_______________, 1999
Danka Business Systems PLC
00 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx x0X ODE
Danka Office Imaging Company
00000 Xxxxx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Re: Global Operating Agreement (the "Global Operating Agreement")
dated as of December 22, 1997 by and between General Electric
Capital Corporation ("GE Capital") and Danka Business Systems
PLC ("Danka"), and Exempt Leases Operating Agreement (the
"Exempt Operating Agreement" and, together with the Global
Operating Agreement, the "Agreements") dated as of January
29, 1999 by and between GE Capital and Danka Office Imaging
Company ("Danka Office").
Ladies and Gentlemen:
This letter shall confirm our agreement with respect to certain
matters relating to the Agreements. Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Agreements.
1. Section (ii) of the definition of "Material Change" contained
in Appendix I to the Global Operating Agreement, and section (2) of the
definition of "Material Adverse Change in the Financial Condition" in respect
of Danka Office contained in Article XI of the Exempt Operating Agreement are
deleted as of the original dates of such Agreements, and the following is
substituted therefor as of such dates:
"the failure of Danka Business Systems PLC to maintain a
Consolidated Net Worth (which term, as used herein, shall
exclude the impact of the waiver extension fee provided for
in the first sentence of Section 9 of the Sixth Amendment to
the Credit Agreement dated as of December 5, 1996 among Danka
Business Systems PLC, NationsBank, N.A., as agent, et al) as
of the end of each fiscal quarter ending on or after December
30, 1999 of at least the lesser of (i) $400,000,000, or (ii)
(a) on or prior to December 30, 1999, $158,000,000, (b) on or
prior to March 30, 2000, $166,000,000, (c) on or prior
to June 29, 2000, $172,000,000 and (d) on and after
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June 30, 2000 the sum of (A) $184,000,000, plus (B) 50% of
the quarterly consolidated net earnings of Danka Business
Systems PLC and its consolidated subsidiaries (if positive)
for each fiscal quarter ending after June 30, 2000 (on a
cumulative basis), provided that if at any time after
September 30, 1999, Danka Business Systems PLC issues an
equity interest, the minimum requirement set forth in this
subsection (ii) will be increased by an amount equal to 75%
of the net proceeds of the equity interest issued by Danka
Business Systems PLC after September 30, 1999."
2. This Letter Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all of which together shall constitute one and the same instrument, and may
be executed by facsimile signatures.
3. This Letter Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
4. Except as amended hereby, the Agreements remain in full force
and effect.
Please indicate your agreement with the foregoing by signing one
original of this Letter Agreement and returning it to us.
Very truly yours,
GENERAL ELECTRIC
CAPITAL CORPORATION
By:
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Name:
Title:
AGREED:
DANKA BUSINESS SYSTEMS PLC
By:
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Name:
Title:
Date:
DANKA OFFICE IMAGING COMPANY
By:
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Name:
Title:
Date:
