Exhibit 10.12
Execution Copy
AMENDMENT NO. 5 TO CREDIT AGREEMENT
Dated as of March 20, 1998
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT ("Amendment") is made
as of March 20, 1998 by and among TOKHEIM CORPORATION, an Indiana
corporation (the "Company"), certain of the Company's Subsidiaries listed
on the signature pages hereof (the "Other Borrowers"), the financial
institutions listed on the signature pages hereof (the "Lenders") and NBD
BANK, N.A., in its individual capacity as a Bank and as agent (the "Agent")
on behalf of the Lenders under that certain Credit Agreement dated as of
September 3, 1996, by and among the Company, the Other Borrowers, the
Lenders and the Agent (as amended, 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, the Other Borrowers, the Lenders and the
Agent are parties to the Credit Agreement;
WHEREAS, the Company has requested that the Lenders amend the
Credit Agreement in certain respects; and
WHEREAS, the Lenders and the Agent are willing to amend the
Credit Agreement on the terms and conditions set forth herein;
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, the Other Borrowers, the Lenders and the Agent
have agreed to the following amendments to the Credit Agreement.
1. Amendment to Credit Agreement. Effective as of March 30, 1998, and
subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement is hereby amended as follows:
1.1 Section 6.2 of the Credit Agreement is hereby amended by
adding the following at the end of the first sentence thereof:
*and to purchase Senior Subordinated Notes to the extent
permitted in Section 6.30."
1.2 Section 6.30 of the Credit Agreement is hereby amended by
deleting the language added pursuant to Amendment No. 2 dated as of June
30, 1997, and substituting the following therefor:
*except that the Company may purchase Senior Subordinated Notes
in the original principal amount of up to $45,000,000 provided the
aggregate amount paid for such Senior Subordinated Notes does not exceed
$54,000,000.
2. Conditions of Effectiveness. This Amendment shall become effective
and be deemed effective as of March 20, 198, if, and only if, the Agent
shall have received each of the following:
(a) duly executed originals of this Amendment from the Company,
the Other Borrowers and the Required Lenders; and
(b) such other documents, instruments and agreements as the
Agent may reasonably request.
3. Representations and Warranties of the Company. The Company and the
Other Borrowers 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 the Company and the Other Borrowers and are
enforceable against the Company and the Other Borrowers in accordance with
their terms.
(b) Upon the effectiveness of this Amendment, the Company and
the Other Borrowers 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.
4. Reference to the Effect on the Credit Agreement.
(a) 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 Credit Agreement dated as of September 3,
1996, as amended previously and as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
dated as of September 3, 1996, 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.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Agent or any of the Lenders, not constitute a
waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection
therewith.
5. Costs and Expenses. The Company agrees to pay all reasonable
costs, fees and out-of-pocket expenses (including attorneys' fees and
expenses charged to the Agent) incurred by the Agent in connection with the
preparation, execution and enforcement of this Amendment.
6. Governing Law. This Amendment shall be governed by and construed
in accordance with the internal laws (as opposed to the conflict of law
provisions) of the State of Illinois.
7. 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.
8. Counterparts. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and al of
said counterparts taken together shall be deemed to constitute one and the
same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed as of
the day and year first above written.
TOKHEIM CORPORATION
By:_____________________________
Title:__________________________
SOGEN S.A., as a Borrower
By:_____________________________
Title:__________________________
SOFITAM INTERNATIONAL S.A.,
as a Borrower
By:_____________________________
Title:__________________________
SOFITAM EQUIPEMENT S.A.,
as a Borrower
By:_____________________________
Title:__________________________
NBD BANK, N.A., as a Lender, an
Issuing Lender, a Swing Line
Lender and as Agent
By:_____________________________
Title:__________________________
THE FIRST NATIONAL BANK OF
CHICAGO, LONDON BRANCH, as a
Lender with respect to the
French Borrowing Subsidiaries
By:_____________________________
Title:__________________________
