Exhibit 4.15
AMENDMENT No. 1, dated as of January 25, 1999, to the Indenture, dated
as of September 30, 1998 (the "Junior Indenture"), among TOKHEIM CORPORATION, an
Indiana corporation (the "Company"), Management Solutions, Inc., a Colorado
corporation, Tokheim Equipment Corporation, a Delaware corporation, Tokheim RPS,
LLC, a Delaware corporation, Sunbelt Hose & Petroleum Equipment, Inc., a Georgia
corporation, Envirotronic Systems, Inc., an Indiana corporation, Gasboy
International, Inc., a Pennsylvania corporation, Tokheim Automation Corporation,
a Texas corporation, Tokheim Investment Corp., a Texas corporation, as
guarantors (collectively, the "Initial Guarantors"), and XXXXXX TRUST AND
SAVINGS BANK, an Illinois banking corporation (the "Trustee").
The parties desire to amend the Junior Indenture as set forth herein
to cure certain ambiguities, defects or inconsistencies and to make other
changes that do not adversely affect the legal rights under the Junior Indenture
of any Holder. Defined terms used in this Amendment No. 1 that are not otherwise
defined herein shall have the meanings ascribed to such terms in the Junior
Indenture.
Section 1. Clause (iv) of the definition of Permitted Investments is
hereby amended to read in its entirety as follows:
(iv) loans and advances totaling up to $5.0 million in the aggregate
(A) in the ordinary course of business for bona fide business purposes
or (B) to purchase the Company's Capital Stock;
Section 2. Clause (viii) of the definition of Permitted Investments
is hereby amended to read in its entirety as follows:
(viii) Investments existing on October 1,1998;
Section 3. The definition of Guarantor Senior Debt is hereby amended
by adding the word "and" immediately preceding clause (vii) thereof and by
deleting clause (viii) thereof.
Section 4. The definition of Senor Debt is hereby amended by adding
the word "and" immediately preceding clause (vii) thereof and by deleting clause
(viii) thereof.
Section 5. The definition for Traits is hereby amended to read in its
entirety as follows:
"Traits" means "traites" (as customarily used in French commerce) or
accounts receivable or invoices sold without recourse.
Section 6. Section 4.05(b) is hereby amended to read in its entirety
as follows:
(b) The restrictions set forth in Section 4.05(a) shall not
apply to: (i) reasonable fees and compensation paid to, and indemnity
provided on behalf of, officers, directors or employees of the Company
or any Subsidiary of the Company as determined in good faith by the
Company's Board of Directors; (ii) transactions exclusively between or
among the Company and any of its Wholly Owned Subsidiaries or
exclusively between or among such Wholly Owned Subsidiaries, provided
such transactions are not otherwise prohibited by the Indenture; (iii)
Restricted Payments permitted by the Indenture; (iv) transactions
permitted by, and complying with, the provisions of Article V; (v)
transactions with distributors or other purchases or sales of goods or
services, in each case in the ordinary course of business and
otherwise in compliance with the terms of this Indenture which are
fair to the Company, in the reasonable determination of the Board of
Directors of the Company or the senior management thereof, or are on
terms at least as favorable as might reasonably have been obtained at
such time from an unaffiliated party; (vi) any management agreement as
in effect as of the Issue Date or any amendment thereto or any
replacement agreement thereto so long as any such amendment or
replacement agreement is not more disadvantageous to the Holders in
any material respect than the original agreement as in effect on the
Issue Date and any similar agreements entered into after the Issue
Date; and (vii) intercompany loans from the Company or any Subsidiary
to any of the Company's Subsidiaries, provided such loans are
otherwise in compliance with the terms of the Indenture.
Section 7.
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(a) Except as otherwise expressly provided herein, the terms and
provisions of the Junior Indenture remain unchanged and in full force and
effect.
(b) This Amendment No. 1 shall be construed as supplemental to the
Junior Indenture and shall form a part thereof.
(c) This Amendment No. 1 shall be construed in accordance with and
governed by the laws of the State of New York.
(d) The parties may sign any number of copies of this Amendment No.
1. Each signed copy shall be an original, but all of them together represent the
same agreement. One signed copy is enough to prove this Indenture.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
duly executed as of the date first written above.
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TOKHEIM CORPORATION
By:/s/ Xxxx X. Xxxxxxxxxx
----------------------
Name:
Title:
MANAGEMENT SOLUTIONS, INC.
By:/s/ Xxxx X. Xxxxxxxxxx
----------------------
Name:
Title:
TOKHEIM EQUIPMENT CORPORATION
By:/s/ Xxxx X. Xxxxxxxxxx
----------------------
Name:
Title:
TOKHEIM RPS, LLC
By:/s/ Xxxx X. Xxxxxxxxxx
----------------------
Name:
Title:
ENVIROTRONIC SYSTEMS, INC.
By:/s/ Xxxx X. Xxxxxxxxxx
----------------------
Name:
Title:
SUNBELT HOSE & PETROLEUM EQUIPMENT INC.
By:/s/ Xxxx X. Xxxxxxxxxx
----------------------
Name:
Title:
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GASBOY INTERNATIONAL, INC.
By:/s/ Xxxx X. Xxxxxxxxxx
----------------------
Name:
Title:
TOKHEIM AUTOMATION CORPORATION
By:/s/ Xxxx X. Xxxxxxxxxx
----------------------
Name:
Title:
TOKHEIM INVESTMENT CORP.
By:/s/ Xxxx X. Xxxxxxxxxx
----------------------
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK, as Trustee
By:/s/ X. Xxxxxxxxx
-----------------
Name: X. Xxxxxxxxx
Title: Vice President
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