DANKA BUSINESS SYSTEMS PLC
THIRD AMENDMENT TO AMENDED & RESTATED GLOBAL OPERA
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<TYPE>EX-10.35
<SEQUENCE>3
<FILENAME>dex1035.txt
<DESCRIPTION>THIRD AMENDMENT TO AMENDED & RESTATED GLOBAL OPERA
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                                                                   Exhibit 10.35

                                    AMENDMENT

                 Amendment (this "Amendment"), dated as of January ___, 2002,
among General Electric Capital Corporation ("GE Capital"), Danka Business
Systems PLC ("Danka") and Danka Office Imaging Company ("Danka OI").

                 WHEREAS, GE Capital and Danka are parties to that certain
Amended and Restated Global Operating Agreement dated as of March 31, 2000 (as
amended, the "Global Operating Agreement"); and

                 WHEREAS, GE Capital and Danka OI are parties to that certain
U.S. Direct Operating Agreement dated effective as of March 31, 2000 (as
amended, the "U.S. Direct Operating Agreement"); and

                 WHEREAS, Danka OI and GE Capital are parties to that certain
License Agreement effective March 31, 2000 (as amended, the "License
Agreement");

                 NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth below, the parties hereto hereby agree as follows:

         1. Capitalized Terms. Capitalized terms used in this Amendment and not
            -----------------
herein defined shall have the respective meanings set forth in the Global
Operating Agreement.

         2. Amendments to Global Operating Agreement. Effective immediately, the
            ----------------------------------------
Global Operating Agreement is hereby amended as follows:

                 Subsection (k) to Section 4.1 of the Global Operating Agreement
is hereby amended and restated as follows:

                 "(k) Danka shall deliver to GE Capital, on or before the date
                 that is fifteen (15) days after Danka shall have filed any
                 quarterly report under the Securities Exchange Act of 1934, a
                 certificate setting forth United States Reprographic Hardware
                 Sales for the quarter and the portion of any Measurement Period
                 then ended, certified by Danka's Chief Financial Officer as
                 true and correct in all material respects, to the best of his
                 knowledge, after due inquiry. In addition to the foregoing,
                 Danka shall deliver to GE Capital, on or before the date that
                 is fifteen (15) days after Danka shall have filed any annual
                 report under the Securities Exchange Act of 1934, a certificate
                 setting forth United States Reprographic Hardware Sales for the
                 year and the Measurement Period then ended, certified by
                 Danka's Chief Financial Officer as true and correct in all
                 material respects, to the best of his knowledge, after due
                 inquiry. With respect to the Measurement Period of 4/l/02
                 through 1l/30/02, Danka shall deliver to GE Capital, on or
                 before 12/15/02, a certificate setting forth United States
                 Reprographic Hardware Sales for such Measurement

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                 Period. certified by Danka's Chief Financial Officer as true
                 and correct in all material respects, to the best of his
                 knowledge, after due inquiry,"

                 Article VIII of the Global Operating Agreement is hereby
amended and restated to read in its entirety as follows:

                                  "Article VIII
                                 Volume Payments
                                 ---------------

                          8.1 Target Volume. For each Measurement Period, Danka
                              -------------
         shall, and shall cause its Affiliates to, use reasonable efforts to
         enter into sufficient Financings in order that the aggregate Volume
         with respect to such Measurement Period shall be at least equal to the
         target volume for such period as set forth in the following table
         (subject to Section 8.2(b) with respect to any Interrupted Measurement
         Period, the "Target Volume"):
                      -------------

               Measurement Period                      Target Volume
               ------------------                      -------------
               From 4/l/99 through 3/3l/00             $220.0 million

               From 4/l/00 through 3/31/01             $245.0 million

               From 4/l/01 through 3/3l/02             $170.0 million

               From 4/l/02 through 1l/30/02            The Modified 2002 Sales
                                                       Volume for such
                                                       Measurement Period

               From 12/01/02 through 3/31/03           The Interim Sales Volume
                                                       for such Measurement
                                                       Period

               From 4/l/03 through 3/3l/04             The Sales Volume for such
                                                       Measurement Period

               From 4/l/04 through 3/3l/05             The Sales Volume for such
                                                       Measurement Period

               From 4/l/05 through 3/3l/06             The Final Year Sales
                                                       Volume for such
                                                       Measurement Period

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       The sole remedy of GE Capital for any failure by Danka to use such
       efforts or meet the Target Volume in any Measurement Period shall be
       Danka's obligation to make Trigger Payments pursuant to Section 8.2 below
       (provided that the foregoing shall not limit any rights or remedies of GE
       Capital in respect of the breach by Danka of any other provision of this
       Agreement). Any failure by Danka to use such efforts or meet the Target
       Volume in any Measurement Period shall not be deemed to be or constitute
       a Danka Event of Default.

                  8.2     Trigger Payments.
                          ----------------

                  (a)     Within 15 days after Danka shall have reported to GE
       Capital the annual United States Reprographic Hardware Sales with respect
       to each Measurement Period (or 15 days after the date that the last item
       of Backlog (as such term is defined in the U.S. Direct Operating
       Agreement) is Financed by GE Capital pursuant to the U.S. Direct
       Operating Agreement), GE Capital shall deliver to Danka a notice setting
       forth (i) the Actual Volume, Adjusted Target Volume and Approval Rate, in
       each case, for such Measurement Period and (ii) the calculations provided
       below setting forth the amount of any cash payment required to be made by
       Danka to GE Capital pursuant to this Section 8.2 with respect to such
       Measurement Period (a "Trigger Payment"). A11 such information and
                              ---------------
       calculations shall be certified by the Manager of Finance of GE Capital
       VFS's Center for Specialized Alliances (in his capacity as such) as being
       true and correct in all material respects, to the best of his knowledge,
       after due inquiry. With respect to the for the Measurement Period of
       4/l/02 through 1l/30/02, within 10 calendar days after Danka shall have
       reported to GE Capital the applicable United States Reprographic Hardware
       Sales with respect to such Measurement Period (or 10 calendar days after
       the date that the last item of Backlog (as such term is defined in the
       U.S. Direct Operating Agreement) is Financed by GE Capital pursuant to
       the U.S. Direct Operating Agreement), GE Capital shall deliver to Danka a
       notice setting forth (i) the Actual Volume, Adjusted Target Volume and
       Approval Rate, in each case, for such Measurement Period and (ii) the
       calculations provided below setting forth the amount of any cash payment
       required to be made by Danka to GE Capital pursuant to this Section 8.2
       with respect to such Measurement Period (a "Trigger Payment"). All such
                                                   ---------------
       information and calculations shall be certified by the Manager of Finance
       of GE Capital VFS's Center for Specialized Alliances (in his capacity as
       such) as being true and correct in all material respects, to the best of
       his knowledge, after due inquiry. Within 15 days after the end of each
       calendar quarter in a Measurement Period (other than a calendar quarter
       that is the end of such Measurement Period), GE Capital shall deliver to
       Danka its good faith estimate of the Volume funded by GE Capital or its
       Program Affiliates during such Measurement Period through the end of such
       calendar quarter, the Approval Rate, the aggregate amount proposed to be
       Financed by GE Capital or any Program Affiliate in connection with all of
       the Prospective Financings submitted by Danka or any of its Affiliates to
       GE Capital or any Program Affiliate in connection with

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       the Qualifying Programs and the Funding Rate, in each case in respect of
       the period beginning on the first day of such Measurement Period and
       ending on the last day of such calendar quarter.

                           (b) If this Agreement is terminated and such
       termination results in an Interrupted Measurement Period, then any
       Trigger Payment due in respect of such Interrupted Measurement Period
       shall be calculated in accordance with subsection (c) hereof without
       giving effect to the fact that such Measurement Period is an Interrupted
       Measurement Period; provided that the Target Volume for such Interrupted
       Measurement Period shall be calculated on a pro rated basis calculated
       based on the actual number of days (365 or 366) in the Measurement
       Period during which such termination occurs. By way of example, if the
       Target Volume was $170 million for the Measurement Period during which
       the termination occurred, such Measurement Period consisted of 365 days
       and the Agreement was terminated on the 100th day of such Measurement
       Period, the Target Volume for such Interrupted Measurement Period would
       be equal to (i) 100 multiplied by the quotient of $170 million divided by
                           ---------- --                              ------- --
       365 or (ii) $46,575,342.

                           (c) If the amount of the Actual Volume for any
       Measurement Period is less than the Adjusted Target Volume for such
       Measurement Period (a "Volume Shortfall"), then the Trigger Payment due
                              ----------------
       to GE Capital for such Measurement Period shall be an amount equal to the
       product of (i) the excess of the Adjusted Target Volume over the Actual
       Volume, in each case, calculated for such Measurement Period multiplied
                                                                    ----------
       by (ii) 4.75%.
       --

                           (d) Danka shall pay to GE Capital the amount of any
       Trigger Payment no later than 15 days after delivery by GE Capital of the
       related notice under Section 8.2(a). Notwithstanding the foregoing, in
       the event a Trigger Payment shall be due GE Capital from Danka with
       respect to the Measurement Period of 4/1/02 through 11/30/02, Danka shall
       pay to GE Capital the amount of any such Trigger Payment no later than 5
       calendar days after delivery by GE Capital of the related notice under
       Section 8.2(a).

                           (e) Any amounts funded by GE Capital or any Program
       Affiliate in respect of Backlog (as such term is defined in the U.S.
       Direct Operating Agreement) shall be included for purposes of determining
       any Trigger Payment and Termination Fee due pursuant to the terms of this
       Agreement.

       The following definitions contained in Appendix I to the Global Operating
Agreement are hereby amended as follows:

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                  (a)  The definition of "Measurement Period" is hereby amended
          and restated to read in its entirety as follows:

                                   " 'Measurement Period' means a period from
                  April 1, 1999 through March 31, 2000; from April 1, 2000
                  through March 31, 200l; from April 1, 200l through March 31,
                  2002; from April 1, 2002 through November 30, 2002; from
                  December 1, 2002 through March 31, 2003; from April 1, 2003
                  through March 31, 2004; from April 1, 2004 through March
                  31, 2005; or from April 1, 2005 through March 31, 2006."

                                   " 'Interim Sales Volume' for the Measurement
                  Period of l2/01/02 through 3/31/03 means an amount equal to
                  the greater of (x) $54,666,667 or (y) 63% of Danka's and its
                  Affiliates' United States Reprographic Hardware Sales during
                  such Measurement Period, as reported to GE Capital by Danka,
                  in the time and manner as provided for in Section 4.1(k)."

                                   " 'Modified 2002 Sales Volume' for the
                  Measurement Period of 4/l/02 through 1l/30/02 means an amount
                  equal to the sum of (i) $12,600,000 plus (ii) the greater of
                                                      ----
                  (x) $109,333,333 or (y) 63% of Danka's and its Affiliates'
                  United States Reprographic Hardware Sales during such
                  Measurement Period, as reported to GE Capital by Danka by way
                  of a certificate setting forth the United States
                  Reprographic Hardware Sales for such Measurement Period then
                  ended, certified by Danka's Chief Financial Officer as true
                  and correct in all material respects, to the best of his
                  knowledge, after due inquiry, such report being delivered by
                  Danka to GE."

       3. Confirmation of Guaranty. By its execution of this Amendment, Danka OI
          -----------------------
hereby consents to all of the terms and provisions of this Amendment, the Global
Operating Agreement and each of the other Principal Documents, and ratifies and
confirms that each of the other Principal Documents to which it is a party,
including but not limited to that certain Unconditional Guarantee, dated as of
December 22, 1997, made by Danka OI in favor of GE Capital, remains in full
force and effect and enforceable in accordance with its terms.

       4. References to this Amendment and Effect on Principal Documents.
          --------------------------------------------------------------

                          (a) From and after the effective date of this
Amendment each reference in the Global Operating Agreement, the U.S. Direct
Operating Agreement and the License Agreement to "this agreement", "hereunder"
or "herein" or words of like import shall mean and be a reference to such
agreement, as affected and amended hereby.

                          (b) The Global Operating Agreement, the U.S. Direct
Operating Agreement and the License Agreement, each as amended hereby, shall
remain in full force and effect and are hereby ratified and confirmed in all
respects.

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                          (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.

       5. 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.

       6. 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.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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                  IN WITNESS WHEREOF, this Amendment has been duly executed as
of the date written above.


                                      GENERAL ELECTRIC CAPITAL
                                        CORPORATION


                                      By: /s/ Matthew J. Zakrzewski
                                         -------------------------------------
                                         Name:  Matthew J. Zakrzewski
                                         Title: Its Authorized Representative


                                      DANKA BUSINESS SYSTEMS PLC


                                      By: /s/ Brian L. Merriman
                                         -------------------------------------
                                         Name:  Brian L. Merriman
                                         Title: Director


                                      DANKA OFFICE IMAGING COMPANY


                                      By: /s/ Laurens F. Schaad, Jr.
                                         -------------------------------------
                                         Name:  Laurens F. Schaad, Jr.
                                         Title: Senior Vice President, Treasurer

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                            LIMITED POWER OF ATTORNEY




         The undersigned, a duly appointed and acting Vice President of General
Electric Capital Corporation, Vendor Financial Services ("GE Capital"), pursuant
to the authority granted him by that certain Unanimous Written Consent of the
Board of Directors of General Electric Capital Corporation dated July 2, 2001
hereby nominates and appoints Matthew J. Zakrzewski as his true and lawful
attorney for the limited purpose of executing and delivering an amendment to
that certain Amended and Restated Global Operating Agreement dated effective as
of March 31, 2000 between GE Capital and Danka Business Systems PLC and
related documents. This Limited Power of Attorney to the express purposes set
forth herein.




                                          /s/ William H. Cary
                                          ------------------------------------
                                          Vice President & General Manager
                                          General Electric Capital Corporation
                                          March 28, 2002

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