EXHIBIT (c)(6)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
TOKHEIM CORPORATION
12% JUNIOR SUBORDINATED NOTE DUE 2008
No. 1
$40,000,000
TOKHEIM CORPORATION, an Indiana corporation (the "Company"), promises to
pay to SCHLUMBERGER TECHNOLOGY CORPORATION, as Transfer Agent for the Selling
Subsidiaries as defined in the Master Agreement between Tokheim Corporation and
Schlumberger Limited dated as of June 19, 1998, as amended, or registered
assigns, the principal sum of $40,000,000 on September 30, 2008.
Interest Payment Dates: December 30, March 30, June 30 and September 30
Record Dates: December 15, March 15, June 15 and September 15
Additional provisions of this security are set forth on the other side of
this security.
Dated: September 30, 1998
TOKHEIM CORPORATION
By:
---------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
XXXXXX TRUST AND SAVINGS BANK, as Trustee,
certifies that this is one of the securities
referred to in the Junior Indenture,
By
Authorized Signatory
12% Junior Subordinated Note due 2008
1. Interest
TOKHEIM CORPORATION, an Indiana corporation (the "Company"), promises to
pay interest on the principal amount of this security at the rate per annum
shown above.
The Company will pay interest quarterly in arrears, in cash or in kind at
its option, on December 30, March 30, June 30 and September 30. Interest on the
Junior Subordinated Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the Issue Date
with respect to the Junior Subordinated Note. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. The Company shall pay interest
on overdue principal at the rate borne by the Junior Subordinated Notes, and it
shall pay interest on overdue installments of interest at the same rate to the
extent lawful. To the extent that a cash interest payment made is not
sufficient to pay the interest payments due upon any Interest Payment Date under
the Junior Subordinated Notes in full in cash, then the cash shall be allocated
to the interest payments pro rata among the holders of such notes in the
proportion that the aggregate amount of interest due under such notes held by
the holder thereof bears to the combined aggregate amount of interest due under
all Junior Subordinated Notes. To the extent any interest payment on Junior
Subordinated Notes due upon any Interest Payment Date is not paid in full in
cash, the Company shall pay such interest payment by the issuance of Additional
Junior Subordinated Notes having a principal amount equal to the amount of
interest not paid in cash on such Interest Payment Date.
2. Method of Payment
The Company will pay interest (except defaulted interest) on and in respect
of the Junior Subordinated Notes to the Persons who are registered holders of
the Junior Subordinated Notes at the close of business on the December 15, March
15, June 15 and September 15 next preceding the interest payment date even if
such securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Junior Subordinated Notes to a Paying
Agent to collect principal payments. The Company will pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may pay
principal and interest by check payable in such money or by wire transfer of
federal funds.
3. Paying Agent and Registrar
Initially, Xxxxxx Trust and Savings Bank (the "Trustee") will act as Paying
Agent and Registrar. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice to the Holders. The Company or any
domestically organized Wholly Owned Restricted Subsidiary may act as Paying
Agent, Registrar or co-registrar.
4. Indenture
The Company issued the Junior Subordinated Notes under an Indenture dated
as of
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September 30, 1998 (the "Junior Indenture"), among the Company, the Initial
Guarantors and the Trustee. The terms of the Junior Subordinated Notes include
those stated in the Junior Indenture and those made part of the Junior Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb)
as in effect on the date of the Junior Indenture (the "Act"). Terms defined in
the Junior Indenture and not defined herein have the meanings ascribed thereto
in the Junior Indenture. The Junior Subordinated Notes are subject to all such
terms, and securityholders are referred to the Junior Indenture and the Act for
a statement of those terms.
The Junior Subordinated Notes are unsecured Junior subordinated obligations
of the Company. The aggregate principal amount of Junior Subordinated Notes at
any time outstanding may not exceed the sum of (i) $40,000,000 plus (ii) the
aggregate principal amount of Additional Junior Subordinated Notes issued by the
Company pursuant to the terms of the Junior Indenture in respect of interest
accrued on outstanding Junior Subordinated Notes (including outstanding
Additional Junior Subordinated Notes). This security is one of the Junior
Subordinated Notes referred to in the Junior Indenture. The Junior Indenture
imposes certain limitations on the Incurrence of Indebtedness by the Company and
its subsidiaries; the payment of dividends and other payments by the Company and
its subsidiaries; Investments; sales of assets of the Company and its
subsidiaries; certain transactions with Affiliates; Liens; and consolidations,
mergers and transfers of all or substantially all of the Company's or its
subsidiaries' assets. In addition, the Junior Indenture prohibits certain
restrictions on distributions from subsidiaries.
5. Optional Redemption
Subject to the terms of the Junior Indenture, the Junior Subordinated Notes may
be redeemed at any time, in whole or in part, at the option of the Company at a
redemption price equal to the unpaid principal amount thereof plus accrued
interest thereon to the redemption date (subject to the right of holders of the
Junior Subordinated Notes on the relevant record date to receive interest due on
the relevant interest payment date).
6. Notice of Redemption
Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of Junior
Subordinated Notes to be redeemed at its registered address all in accordance
with the Junior Indenture. If less than all of the Junior Subordinated Notes
are to be redeemed at any time, selection of Junior Subordinated Notes for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Junior
Subordinated Notes are listed, or, if the Junior Subordinated Notes are not so
listed, on a pro rata basis, by lot or by such method as the Trustee shall deem
fair and appropriate; provided that no Junior Subordinated Notes of $1,000 or
less shall be redeemed in part.
7. Repurchase at the Option of the Holder
Upon a Change of Control, any Holder of Junior Subordinated Notes will have
the right, subject to certain conditions set forth in the Junior Indenture, to
cause the Company to
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repurchase all or any part of the Junior Subordinated Notes of such Holder at a
purchase price equal to 101% of the principal amount of the Junior Subordinated
Notes to be repurchased plus accrued and unpaid interest thereon, (if any) to
the date of repurchase as provided in, and subject to the terms of, the Junior
Indenture.
8. Subordination
The Junior Subordinated Notes are subordinated to Senior Debt of the
Company, as defined in the Junior Indenture. To the extent provided in the
Junior Indenture, Senior Debt of the Company must be paid before the Junior
Subordinated Notes may be paid. The Company agrees, and each securityholder by
accepting a Junior Subordinated Note agrees, to the subordination provisions
contained in the Junior Indenture and authorizes the Trustee to give it effect
and appoints the Trustee as attorney-in-fact for such purpose.
9. Denominations; Transfer; Exchange
The Junior Subordinated Notes are in registered form without coupons. A
Holder may transfer or exchange Junior Subordinated Notes in accordance with the
Junior Indenture. Upon any transfer or exchange, the Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the
Junior Indenture. The Registrar need not register the transfer of or exchange
any Junior Subordinated Notes selected for redemption (except, in the case of a
Junior Subordinated Note to be redeemed in part, the portion of the Junior
Subordinated Note not to be redeemed) or to transfer or exchange any Junior
Subordinated Notes for a period of 15 days prior to a selection of Junior
Subordinated Notes to be redeemed or 15 days before an interest payment date.
10. Persons Deemed Owners
The registered Holder of this Junior Subordinated Note may be treated as
the owner of it for all purposes.
11. Unclaimed Money
If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its written request. After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.
12. Discharge and Defeasance
Subject to certain conditions set forth in the Junior Indenture, the
Company at any time may terminate some or all of its obligations under the
Junior Subordinated Notes and the Junior Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal
and interest on the Junior Subordinated Notes to redemption or maturity, as the
case may be.
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13. Amendment, Waiver
Subject to certain exceptions set forth in the Junior Indenture, from time
to time, the Company, the Guarantors and the Trustee, without the consent of the
Holders, may amend the Junior Indenture or the Junior Subordinated Notes for the
following purposes, so long as such change does not, in the opinion of the
Trustee, adversely affect the rights of any of the Holders in any material
respect: (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for
uncertificated Junior Subordinated Notes in addition to or in place of
certificated Junior Subordinated Notes (provided that the uncertificated Junior
Subordinated Notes are issued in registered form for purposes of Section 163(f)
of the Code, or in a manner such that the uncertificated Junior Subordinated
Notes are described in Section 163(f)(2)(B) of the Code); (iii) to provide for
the assumption of the Company's or any Guarantor's obligations to Holders of
Junior Subordinated Notes in the case of a merger, consolidation or sale of
assets; (iv) to release any Subsidiary Guarantee in accordance with the
provisions of the Junior Indenture; (v) to provide for additional Guarantors;
(vi) to make any change that would provide any additional rights or benefits to
the Holders of Junior Subordinated Notes or that does not adversely affect the
legal rights under the Junior Indenture of any such Holder; or (vii) to comply
with requirements of the SEC in order to effect or maintain the qualification of
the Junior Indenture under the TIA.
The Company, the Guarantors and the Trustee may amend the Junior Indenture
or the Junior Subordinated Notes with the written consent of the Holders of at
least a majority in principal amount of the Junior Subordinated Notes. However,
without the consent of each affected Holder of a Junior Subordinated Note, an
amendment may not: (i) reduce the principal amount of Junior Subordinated Notes
whose Holders must consent to an amendment; (ii) reduce the rate of or change or
have the effect of changing the time for payment of interest, including
defaulted interest, on any Junior Subordinated Note; (iii) reduce the principal
of or change or have the effect of changing the fixed maturity of any Junior
Subordinated Note, or change the date on which any Junior Subordinated Note may
be subject to redemption or repurchase, or reduce the redemption or repurchase
price therefor; (iv) make any Junior Subordinated Notes payable in money other
than that stated in the Junior Subordinated Notes; (v) make any change in
provisions of the Junior Indenture protecting the right of each Holder to
receive payment of principal of and interest on such Holder's Junior
Subordinated Notes on or after the due date thereof or to bring suit to enforce
such payment, or permitting Holders of a majority in principal amount of Junior
Subordinated Notes to waive Defaults or Events of Default; (vi) modify or change
any provision of the Junior Indenture or the related definitions affecting the
subordination or ranking of the Junior Subordinated Notes in a manner which
adversely affects the Holders; provided, however, that it is understood that any
amendment, the purpose of which is to permit the Incurrence of additional
Indebtedness under the Indenture shall not be construed as adversely affecting
the ranking of the Junior Subordinated Notes; or (viii) make any change to the
Subsidiary Guarantees in any manner that adversely affects the rights of the
Holders.
14. Defaults and Remedies
Under the Junior Indenture, the following events are "Events of Default":
(a) the failure to
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pay interest on any Junior Subordinated Note when the same becomes due and
payable and such default continues for a period of 30 days (whether or not such
payment shall be prohibited by the provisions of Article X); (b) the failure to
pay the principal on any Junior Subordinated Note when such principal becomes
due and payable, at maturity, upon redemption or otherwise, whether or not such
payment shall be prohibited by the provisions of Article X; (c) a default in the
observance or performance of any other covenant or agreement contained in the
Junior Indenture, subject to applicable grace periods; (d) there shall be a
default under any Indebtedness of the Company or any Subsidiary resulting in
acceleration of Indebtedness aggregating $10.0 million or more at any one time
outstanding; (e) certain judgments in an aggregate amount in excess of $5.0
million; or (f) certain events of voluntary or involuntary bankruptcy.
If an Event of Default (other than an Event of Default specified in Section
6.01(f) or (g) of the Junior Indenture with respect to the Company) shall occur
and be continuing, the Trustee or the Holders of at least 25% in principal
amount of outstanding Junior Subordinated Notes may declare the principal of and
accrued interest on all the Junior Subordinated Notes to be due and payable by
notice in writing to the Company and the Trustee, and the same (i) shall become
immediately due and payable or (ii) if there are any amounts outstanding under
the Credit Agreement or the ESOP Credit Agreement, shall become immediately due
and payable upon the first to occur of an acceleration under the Credit
Agreement or the ESOP Credit Agreement or five business days after receipt by
the Company and the Representative under the Credit Agreement or the ESOP Credit
Agreement of such notice of acceleration. If an Event of Default specified in
Section 6.01(f) or (g) with respect to the Company occurs and is continuing,
then all unpaid principal of and accrued and unpaid interest on all of the
outstanding Junior Subordinated Notes shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder.
15. Trustee Dealings with the Company
Subject to certain limitations imposed by the Act, the Trustee under the
Junior Indenture, in its individual or any other capacity, may become the owner
or pledgee of securities and may otherwise deal with and collect obligations
owed to it by the Company and may otherwise deal with the Company with the same
rights it would have if it were not Trustee.
16. No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator, stockholder of the Company,
as such, will have any liability for any obligations of the Company under the
Junior Subordinated Notes, the Junior Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation.
17. Governing Law
THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE
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EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
18. Authentication
This security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this security.
19. Abbreviations
Customary abbreviations may be used in the name of a securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
20. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Junior Subordinated Notes and have directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
The Company will furnish to any securityholder upon written request and
without charge to the securityholder a copy of the Junior Indenture which has in
it the text of this security in larger type. Requests may be made to:
TOKHEIM CORPORATION
0000 Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx Xxxxxx
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ASSIGNMENT FORM
To assign this security, fill in the form below:
I or we assign and transfer this security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint _______________, as agent, to transfer this security on
the books of the Company. The agent may substitute another to act for him.
Date: Your Signature:
Signature Guarantee:
(Signature must be guaranteed by a participant in a recognized signature
guarantee medallion program)
Sign exactly as your name appears on the other side of this Security.
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this security purchased by the Company
pursuant to Section 4.06 or 4.08 of the Junior Indenture, check the box:
4.06 Asset Sale 4.08 Change of Control
If you want to elect to have only part of this security purchased by the
Company pursuant to Section 4.06 or 4.08 of the Junior Indenture, state the
amount: $_____.
Date: Your Signature:
Signature Guarantee:
(Sign exactly as your name appears on the other side of the Security)
Tax I.D. number
Signature Guarantee:
(Signature must be guaranteed by a participant in a recognized signature
guarantee medallion program)
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