EXHIBIT 4.14
EXECUTION COPY
AMENDMENT NO. 4 AND WAIVER
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 4 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT ("Amendment") is made as of October 14, 1999 by and among TOKHEIM
CORPORATION, an Indiana corporation (the "Company"), GASBOY INTERNATIONAL, INC.,
a Pennsylvania corporation ("Gasboy"), TOKHEIM-SOFITAM S.A., a societe anonyme
organized under the laws of France ("Tokheim-Sofitam"), TOKHEIM SOFITAM
APPLICATIONS S.A., a societe anonyme organized under the laws of France
("Sofitam Applications"), the financial institutions listed on the signature
pages hereof (the "Lenders"), BANK ONE, INDIANA, NATIONAL ASSOCIATION, formerly
known as NBD BANK, N.A., in its individual capacity as a Lender and as
contractual representative on behalf of the Lenders (the "Administrative
Agent"), CREDIT LYONNAIS, as Documentation and Collateral Agent, and BANKERS
TRUST COMPANY, as Co-Syndication Agent under that certain Second Amended and
Restated Credit Agreement dated as of December 14, 1998 by and among the
Company, Gasboy, Tokheim-Sofitam, Sofitam Applications, the Lenders, the
Administrative Agent, the Documentation and Collateral Agent, and the Co-
Syndication Agent, as amended by an Amendment No. 1, an Amendment No. 2 and an
Amendment No. 3, dated as of January 11, 1999, March 1, 1999 and February 27,
1999, respectively (as amended and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Defined terms used herein and not otherwise defined herein shall have the
meaning given to them in the Credit Agreement.
WITNESSETH
WHEREAS, the Company, Gasboy, Tokheim-Sofitam, Sofitam Applications,
the Lenders, the Administrative Agent, the Documentation and Collateral Agent,
and the Co-Syndication Agent are parties to the Credit Agreement;
WHEREAS, the Company has notified the Administrative Agent and the
Lenders that the Company may be in violation of the financial covenants set
forth in Sections 6.12, 6.23, 6.24, 6.25, and 6.33 of the Credit Agreement, in
each case, for the fiscal quarter ending on August 31, 1999;
WHEREAS, the Borrowers have requested that the Administrative Agent
and the Required Lenders waive the "Applicable Defaults" (as described below)
and amend the Credit Agreement in certain respects, and the Required Lenders and
the Administrative Agent are willing to waive the Applicable Defaults and to
amend the Credit Agreement on the terms and conditions set forth herein, it
being expressly understood that the waiver set forth herein shall in no event
constitute a waiver by the Lenders or the Administrative Agent of any other
breach of the Credit Agreement or any of the Lenders' or Administrative Agent's
rights or remedies with respect thereto;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, Gasboy, Tokheim-Sofitam, Sofitam Applications, the Administrative Agent
and the Required Lenders have agreed to the following amendments to the Credit
Agreement:
1. Amendments to Credit Agreement. Effective as of October 14, 1999 and
subject to the satisfaction of the conditions precedent set forth in Section 3
below, the Credit Agreement is hereby amended as follows:
1.1. Section 1.1 of the Credit Agreement is hereby amended (i) to
delete the phrase "four" now appearing in clause (x) of the definition of
"EBITDA", and to substitute the following therefor: "nine"; and (ii) to
insert the following immediately prior to the period (".") now appearing at
the end of the first sentence of the definition of "Fixed Charge Coverage
Ratio":
", minus (f) for the four-quarter period ending on November 30, 1999,
the current portion of the Term Loans in an amount not to exceed
$50,000,000".
1.2. Section 2.1.1(i) of the Credit Agreement is hereby amended to
delete the phrase ", or, after the Agent has concluded that the syndication
process has been completed with Lenders that can Lend the Agreed Currencies
or the Revolving Loan restructured to provide a tranche to be provided by
Lenders that can provide the Agreed Currencies," now appearing therein, and
to substitute the following therefor:
", or, unless the Administrative Agent has notified the Company in
writing that the Administrative Agent has determined that Eurocurrency
Loans in currencies other than Dollars shall not be available (a copy
of which notice shall be delivered to each of the Lenders) and such
notice has not been terminated by the Administrative Agent in
writing,".
1.3. Section 2.1.2(i) of the Credit Agreement is hereby amended to
delete the word "or" now appearing immediately after the phrase "to the
Company in Dollars" in the first sentence thereof, and to substitute the
following therefor:
", or, unless the Administrative Agent has notified the Company in
writing that the Administrative Agent has determined that Swing Loans
in currencies other than Dollars shall not be available (a copy of
which notice shall be delivered to each of the Lenders) and such
notice has not been terminated by the Administrative Agent in
writing,".
1.4. Section 2.1.4(i) of the Credit Agreement is hereby amended to
delete the word "Upon" now appearing at the beginning thereof, and to
substitute the following therefor:
"Unless the Administrative Agent has notified the Company in writing
that the Administrative Agent has determined that Alternate Currency
Loans shall not be available (a copy of which notice shall be
delivered to each of the Lenders and the Alternate Currency Banks) and
such notice has not been terminated by the Administrative Agent in
writing, upon".
1.5. Section 2.5.3(B)(i)(d) of the Credit Agreement is hereby amended
to delete the phrase "[Intentionally Omitted]" now appearing therein, and
to substitute the following therefor:
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"On or before January 25, 2000, and exclusive of any mandatory
prepayment required pursuant to Section 2.5.3(B)(i)(a) or (c), the
Company shall make a mandatory prepayment of the Term Loans in an
amount not less than $50,000,000, and without duplication with respect
to any amounts paid as a mandatory prepayment pursuant to Section
2.5.3(B)(i)(b)(i)".
1.6. Section 2.6.1(a) of the Credit Agreement is hereby amended to
delete the word "or Agreed Currency" now appearing after the phrase "it is
denominated in Dollars" now appearing in the second proviso thereof, and to
substitute the following therefor:
"or, unless the Administrative Agent has notified the Company in
writing that the Administrative Agent has determined that Letters of
Credit in currencies other than Dollars shall not be available (a copy
of which notice shall be delivered to each of the Lenders) and such
notice has not been terminated by the Administrative Agent in writing,
an Agreed Currency".
1.7. Section 6.1(ii) of the Credit Agreement is hereby amended (i) to
delete the phrase "60 days" now appearing therein, and to substitute the
following therefor: "45 days", and (ii) to delete the phrase "and
consolidating" now appearing therein.
1.8. Section 6.1(vii) of the Credit Agreement is hereby amended to
delete the phrase "ninety (90) days after the beginning of each fiscal year
commencing with the fiscal year beginning December 1, 1999" now appearing
therein, and to substitute the following therefor:
"December 31, 1999 for the fiscal year beginning December 1, 1999, and
not later than ninety (90) days after the beginning of each subsequent
fiscal year,"
1.9. Section 6.1(ix) of the Credit Agreement is hereby deleted in its
entirety, and the following new clauses (ix) and (x) are substituted
therefor:
"(ix) As soon as practicable, and in any event within sixty (60) days
after the calendar month ending on November 30, 1999 (other than
the cash forecast described below for such calendar month which
shall be delivered within thirty (30) days after such calendar
month), and within thirty (30) days after the close of each
subsequent calendar month, with sufficient copies for the
Lenders, copies of internal management financial statements for
the most recently completed calendar month, together with
unaudited consolidated income statements and balance sheets as
of the end of such prior calendar month, cash forecast
(including sources and uses) for the next succeeding calendar
month, and an update on synergies, in each case with respect to
the Borrower and the Consolidated Subsidiaries.
(x) On or before January 25, 2000, for itself and the Consolidated
Subsidiaries, unaudited balance sheets as at the close of the
fiscal quarter ending on November 30, 1999 and consolidated
profit and loss and reconciliation of surplus statements and a
statement of cash flows for the period from the beginning of
such fiscal year to the end of such quarter, all certified by
its Financial Officer, together with a compliance certificate in
substantially the
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form of Exhibit I hereto signed by its Financial Officer showing
the calculations necessary to determine compliance with Section
6.23 and stating that no Default or Unmatured Default exists, or
if any Default or Unmatured Default exists, stating the nature
and status thereof."
1.10 Section 6.12 is hereby deleted in its entirety, and the following
is substituted therefor:
" 6.12. Consolidated Net Worth. The Company shall maintain, as of
the end of each fiscal quarter, Consolidated Net Worth of not less
than:
(A) for the fiscal quarter ending on or about November 30,
1999, the sum of (i) $60,000,000 plus (ii) 100% of Net Cash
Proceeds received after the Effective Date through November
30, 1999 from the issuance of Capital Stock of the Company
or any of its Subsidiaries to any Person other than the
Company or its Subsidiaries;
(B) for the fiscal quarter ending on or about February 29,
2000, the sum of (i) $100,000,000 plus (ii) an amount equal
to (x) 100% of Net Cash Proceeds received after the
Effective Date through February 29, 2000 from the issuance
of Capital Stock of the Company or any of its Subsidiaries
to any Person other than the Company or its Subsidiaries,
minus (y) $50,000,000, minus (z) any amounts used to redeem
the Seller Equity Interests;
(C) for the fiscal quarter ending on or about May 31, 2000, the
sum of (i) $103,000,000 plus (ii) an amount equal to (x)
100% of Net Cash Proceeds received after the Effective Date
through May 31, 2000 from the issuance of Capital Stock of
the Company or any of its Subsidiaries to any Person other
than the Company or its Subsidiaries, minus (y)
$50,000,000, minus (z) any amounts used to redeem the
Seller Equity Interests;
(D) for the fiscal quarter ending on or about August 31, 2000,
the sum of (i) $106,000,000 plus (ii) an amount equal to
(x) 100% of Net Cash Proceeds received after the Effective
Date through August 31, 2000 from the issuance of Capital
Stock of the Company or any of its Subsidiaries to any
Person other than the Company or its Subsidiaries, minus
(y) $50,000,000, minus (z) any amounts used to redeem the
Seller Equity Interests; and
(E) for each fiscal quarter thereafter, the sum of (i)
$118,000,000 plus (ii) sixty percent (60%) of Consolidated
Net Income (if positive) for each fiscal year of the
Company commencing with the fiscal year ending on or about
November 30, 2000 and concluding with the fiscal year
ending most recently prior to the date of determination but
without deduction for any fiscal year in which there is a
loss plus (iii) an amount equal to (x) 100% of Net Cash
Proceeds received after the Effective Date from the
issuance of Capital Stock of the Company or
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any of its Subsidiaries to any Person other than the Company
or its Subsidiaries, minus (y) $50,000,000, minus (z) any
amounts used to redeem the Seller Equity Interests."
1.11. Section 6.23 is hereby deleted in its entirety, and the
following is substituted therefor:
"6.23 Leverage Ratio and Senior Leverage Ratio. (a) At any
and all times, the Company shall not permit the Leverage Ratio to
exceed the amounts set forth below during the fiscal periods set forth
below:
Fiscal Quarter Ending On or About
the Dates Set Forth Below: Maximum Ratio
-------------------------- -------------
November 30, 1999 7.00 to 1.00
February 29, 2000 5.60 to 1.00
May 31, 2000 5.00 to 1.00
August 31, 2000 4.75 to 1.00
November 30, 2000 4.25 to 1.00
February 28, 2001 4.00 to 1.00
May 31, 2001 4.00 to 1.00
August 31, 2001 4.00 to 1.00
November 30, 2001 3.50 to 1.00
February 28, 2002 3.50 to 1.00
May 31, 2002 3.50 to 1.00
August 31, 2002 3.50 to 1.00
And at all times
during each fiscal quarter thereafter 3.0 to 1.00
(b) At any and all times, the Company shall not permit the
Senior Leverage Ratio to exceed the amounts set forth below during the
fiscal periods set forth below:
Fiscal Quarter Ending On or About
the Dates Set Forth Below: Maximum Ratio
-------------------------- -------------
November 30, 1999 3.75 to 1.00
February 29, 2000 2.75 to 1.00
May 31, 2000 2.50 to 1.00
August 31, 2000 2.25 to 1.00
November 30, 2000 2.00 to 1.00
And at all times
during each fiscal quarter thereafter 2.00 to 1.00
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The Leverage Ratio and Senior Leverage Ratio shall be calculated, in
each case, as of the last day of each fiscal quarter based upon (A)
for Indebtedness, Indebtedness as of the last day of each such fiscal
quarter; and (B) for EBITDA, the actual amount for the four-quarter
period ending on such day."
1.12. Section 6.24 is hereby deleted in its entirety, and the
following is substituted therefor:
"6.24 Interest Expense Coverage Ratio . The Company shall not
permit the Interest Expense Coverage Ratio to be less than the amounts
set forth below for the fiscal periods set forth below:
Fiscal Quarter Ending On or About
the Dates Set Forth Below: Minimum Ratio
-------------------------- -------------
November 30, 1999 1.25 to 1.00
February 29, 2000 1.50 to 1.00
May 31, 2000 1.65 to 1.00
August 31, 2000 1.75 to 1.00
November 30, 2000 2.00 to 1.00
February 28, 2001 through November 30, 2001 2.25 to 1.00
And for each fiscal quarter ending thereafter 2.50 to 1.00"
1.13. Section 6.25 is hereby deleted in its entirety, and the
following is substituted therefor:
"6.25 Fixed Charge Coverage Ratio. The Company shall not
permit the Fixed Charge Coverage Ratio to be less than the amounts set
forth below for the fiscal periods set forth below:
Fiscal Quarter Ending On or About
the Dates Set Forth Below: Minimum Ratio
--------------------------------- -------------
November 30, 1999 0.80 to 1.00
February 29, 2000 0.90 to 1.00
May 31, 2000 1.00 to 1.00
August 31, 2000 1.10 to 1.00
November 30, 2000 through November 30, 2001 1.20 to 1.00
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And for each fiscal quarter ending thereafter 1.25 to 1.00"
1.14. Section 6.33 is hereby deleted in its entirety, and the
following is substituted therefor:
"6.33. Minimum EBITDA. The Company shall not permit EBITDA to
be less than the amounts set forth below for the fiscal periods ending
on the dates set forth below:
Fiscal Quarter Ending on or About
the Dates Set Forth Below: Minimum EBITDA
-------------------------- --------------
November 30, 1999 $ 63,000,000
February 29, 2000 $ 70,000,000
May 31, 2000 $ 76,000,000
August 31, 2000 $ 83,000,000
November 30, 2000 $ 90,000,000
February 28, 2001 $ 92,000,000
May 31, 2001 $ 94,000,000
August 31, 2001 $ 97,000,000
November 30, 2001 and each fiscal quarter
thereafter $100,000,000
In each case, EBITDA shall be determined as of the last day of each
fiscal quarter then ended for the four fiscal quarter period ending on
such date."
1.15. Section 7.3 of the Credit Agreement is hereby amended to insert
immediately prior to the period (".") now appearing at the end thereof, the
following: "and 6.1(x)".
1.16. Section 7.4 of the Credit Agreement is hereby amended to insert
immediately after the phrase "Section 6.1" appearing therein, the
following: "(other than Section 6.1(x))".
2. Waiver.
2.1 Upon the effectiveness of this Amendment in accordance with the
provisions of Section 3 below, the Administrative Agent and the Required
Lenders hereby waive permanently any violation of the financial covenants
set forth in Sections 6.12, 6.23, 6.24, 6.25, and 6.33 of the Credit
Agreement, in each case, for the fiscal quarter ending on August 31, 1999
(collectively, the "Applicable Defaults"), and the Lenders' and the
Administrative Agent's rights and remedies arising therefrom.
3. Conditions of Effectiveness. This Amendment shall become effective and
be deemed effective as of October 14, 1999 upon (a) the delivery of (i) duly
executed originals of this Amendment from the Required Lenders, Gasboy, Tokheim-
Sofitam, Sofitam Applications and the Company and (ii) duly executed originals
of a Reaffirmation in the form of Exhibit A attached
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hereto from Tokheim Automation Corporation, Envirotronic Systems, Inc., Tokheim
Investment Corp., Sunbelt Hose & Petroleum Equipment, Inc., Gasboy, Tokheim-
Sofitam, Sofitam Applications, Management Solutions, Inc., Tokheim Equipment
Corporation, and Tokheim RPS, LLC, and (b) the payment of all the Amendment Fee
described in Section 4 below and any other fees payable by the Company in
connection herewith.
4. Amendment Fee. Each Lender that delivers a duly executed signature
page to this Amendment to Xxxxx X. Xxxxx or Xxxxxx X. Xxxxx, Xxxxxx & Xxxxxx
(fax: 000-000-0000) by 5:00 p.m. (Chicago time) on October 14, 1999, shall be
entitled to an Amendment Fee of 0.25% of such Lender's Commitment (as defined in
the Credit Agreement) as in effect on October 14, 1999; provided, that the first
Lenders (other than the Administrative Agent) that deliver duly executed
signature pages as described above (as determined by the time-stamp on such
facsimile signature pages) and whose aggregate Percentages when added to the
Percentage of the Administrative Agent first exceed fifty percent (50%) shall be
entitled to an additional fee of 0.05% of such Lender's Commitment as in effect
on October 14, 1999; provided, however, that no such Amendment Fee or additional
fee shall be payable unless this Amendment is approved by the Required Lenders
by 5:00 p.m. (Chicago time) on October 14, 1999 and by the Company. The
Amendment Fee shall be due and payable on the date the Company executes this
Amendment.
5. Representations and Warranties of the Company. The Company, Gasboy,
Tokheim-Sofitam and Sofitam Applications (each a "Credit Party") hereby
represent and warrant as follows:
(a) This Amendment and the Credit Agreement as previously executed
and amended and as amended hereby, constitute legal, valid and binding
obligations of such Credit Party and are enforceable against such Credit
Party in accordance with their terms.
(b) Upon the effectiveness of this Amendment, each Credit Party
hereby reaffirm all covenants, representations and warranties made in the
Credit Agreement, to the extent the same are not amended hereby, and agree
that all such covenants, representations and warranties shall be deemed to
have been remade as of the effective date of this Amendment (unless
expressly made as of a different date).
6. Reference to the Effect on the Credit Agreement.
6.1. Upon the effectiveness of Section 1 hereof, on and after the
date hereof, each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Second Amended and Restated Credit Agreement dated as of
December 14, 1998, as amended previously and as amended hereby.
6.2. Except as specifically amended above, the Credit Agreement and
all other documents, instruments and agreements executed and/or delivered
in connection therewith shall remain in full force and effect, and are
hereby ratified and confirmed.
6.3. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein with respect to the
Applicable Defaults, operate as a waiver of any right, power or remedy of
the Administrative Agent or any of the Lenders, nor constitute a waiver of
any provision of the Credit Agreement or any other documents, instruments
and agreements executed and/or delivered in connection therewith.
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7. Costs and Expenses. The Company agrees to pay all reasonable costs,
fees and out-of-pocket expenses (including reasonable attorneys' fees and
expenses charged to the Administrative Agent) incurred by the Administrative
Agent in connection with the preparation, execution and enforcement of this
Amendment.
8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING WITHOUT LIMITATION, 735 ILCS 105/5-
1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF
THE STATE OF ILLINOIS.
9. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
10. Counterparts. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first above written.
TOKHEIM CORPORATION, as a Borrower
By: ______________________________
Name:
Title:
GASBOY INTERNATIONAL, INC., as a Borrower
By: ______________________________
Name:
Title:
TOKHEIM-SOFITAM S.A., as a Borrower
By: ______________________________
Name:
Title:
TOKHEIM SOFITAM APPLICATIONS S.A., as a Borrower
By: ______________________________
Name:
Title:
BANK ONE, INDIANA, NATIONAL ASSOCIATION, formerly known
as NBD BANK, N.A., as Administrative Agent, as a
Lender, as Issuing Lender, and a Swing Loan Lender
By: ______________________________
Name:
Title:
CREDIT LYONNAIS, CHICAGO BRANCH,
as Documentation and Collateral Agent and as a Lender
By: ______________________________
Name:
Title:
BANKERS TRUST COMPANY, as Co-Syndication Agent and as
a Lender
By: ______________________________
Name:
Title:
ABN AMRO BANK N.V., as a Lender
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
CREDIT AGRICOLE INDOSUEZ, as a Lender
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK, as a Lender
By: ______________________________
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPEENNE, as a Lender
By: ______________________________
Name:
Title:
MERCANTILE BANK N.A., as a Lender
By: ______________________________
Name:
Title:
THE PROVIDENT BANK, as a Lender
By: ______________________________
Name:
Title:
FINOVA CAPITAL CORPORATION, as a Lender
By: ______________________________
Name:
Title:
IMPERIAL BANK, as a Lender
By: ______________________________
Name:
Title:
NATEXIS BANQUE BFCE, as a Lender
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
BANK POLSKA KASA OPIEKI S.A. - PEKAO S.A.
GROUP, NEW YORK BRANCH, as a Lender
By: ______________________________
Name:
Title:
SENIOR DEBT PORTFOLIO, as a Lender
By: Boston Management and Research, as Investment
Advisor
By: ______________________________
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST, as
By: Xxxxx Xxxxx Management as
Investment Advisor
By: ______________________________
Name:
Title:
OXFORD STRATEGIC INCOME FUND, as a Lender
By: Xxxxx Xxxxx Management, as Investment Advisor
By: ______________________________
Name:
Title:
OCTAGON LOAN TRUST, as a Lender
By: Octagon Credit Investors, as Manager
By: ______________________________
Name:
Title:
OCTAGON INVESTMENT PARTNERS II, LLC, as a Lender
By: ______________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED, as
a Lender
By: Indosuez Capital Luxembourg, as Collateral Manager
By: ______________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, LP, as a Lender
By: Indosuez Capital Luxembourg, as Collateral
Manager
By: ______________________________
Name:
Title:
ALLIANCE INVESTMENT OPPORTUNITIES FUND,
L.L.C., as a Lender
By: ALLIANCE INVESTMENT
OPPORTUNITIES MANAGEMENT, L.L.C.,
as Managing Member
By: ALLIANCE CAPITAL MANAGEMENT L.P., as
Managing Member
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, as General Partner
By: ______________________________
Name:
Title:
AMSOUTH BANK, as a Lender
By: ______________________________
Name:
Title:
EXHIBIT A
REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Amendment No. 4 and Waiver to the Second Amended and Restated Credit
Agreement dated as of December 14, 1998 by and among TOKHEIM CORPORATION, an
Indiana corporation (the "Company"), GASBOY INTERNATIONAL, INC., a Pennsylvania
corporation ("Gasboy"), TOKHEIM-SOFITAM S.A., a societe anonyme organized under
the laws of France ("Tokheim-Sofitam"), TOKHEIM SOFITAM APPLICATIONS S.A., a
societe anonyme organized under the laws of France ("Sofitam Applications", and,
together with the Company, Gasboy and Tokheim-Sofitam, the "Borrowers"), the
financial institutions from time to time party thereto (the "Lenders") and BANK
ONE, INDIANA, NATIONAL ASSOCIATION, formerly known as NBD BANK, N.A., in its
individual capacity as a Lender and as contractual representative on behalf of
the Lenders (the "Administrative Agent"), CREDIT LYONNAIS, as Documentation and
Collateral Agent, and BANKERS TRUST COMPANY, as Co-Syndication Agent, as amended
by an Amendment No. 1, an Amendment No. 2 and an Amendment No. 3, dated as of
January 11, 1999, March 1, 1999 and February 27, 1999, respectively (as amended
and as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"), which Amendment No. 4 and Waiver is
dated as of October 14, 1999 (the "Amendment"). Capitalized terms used in this
Reaffirmation and not defined herein shall have the meanings given to them in
the Credit Agreement. Without in any way establishing a course of dealing by any
Agent or any Lender, each of the undersigned reaffirms the terms and conditions
of the Guaranty, Pledge Agreement, Security Agreement and any other Loan
Document executed by it and acknowledges and agrees that such agreement and each
and every such Loan Document executed by the undersigned in connection with the
Credit Agreement remains in full force and effect and is hereby reaffirmed,
ratified and confirmed. All references to the Credit Agreement contained in the
above-referenced documents shall be a reference to the Credit Agreement as so
modified by Amendment Xx. 0, Xxxxxxxxx Xx. 0, Xxxxxxxxx Xx. 0 and the Amendment
and as the same may from time to time hereafter be amended, modified or
restated.
Dated as of October 14, 1999 TOKHEIM AUTOMATION CORPORATION
ENVIROTRONIC SYSTEMS, INC.
TOKHEIM INVESTMENT CORP.
SUNBELT HOSE & PETROLEUM
EQUIPMENT, INC.
GASBOY INTERNATIONAL, INC.
MANAGEMENT SOLUTIONS, INC.
TOKHEIM EQUIPMENT CORPORATION
TOKHEIM RPS, LLC
By: Gasboy International, Inc.
TOKHEIM-SOFITAM X.X.
XXXXXXX SOFITAM APPLICATIONS S.A.
By: ______________________________
Name:
Title:
