Exhibit 4.5
AMENDMENT NO. 2 TO CREDIT AGREEMENT
Dated as of June 30, 1997
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT ("Amendment") is made as of
June 30, 1997 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 Borrower, 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. Amendments to Credit Agreement. Effective as of June 30, 1997 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. Article I of the Credit Agreement is hereby amended by amending
the definition of "Eligible Inventory" to insert "or Tokheim and Gasboy of
Canada Limited or Tokheim Limited" immediately after "the Borrowers or Domestic
Guarantors" in each of the three places in which it appears.
1.2 Article I of the Credit Agreement is hereby amended by amending
the definition of "Eligible Receivables" to insert "or Tokheim and Gasboy of
Canada Limited or Tokheim Limited" immediately after "Domestic Guarantors" in
each of the three places in which it appears and immediately after the phrase
"Domestic Guarantor" in the one place it appears in such definition.
1.3 Article I of the Credit Agreement is hereby amended by amending
the definition of "French Borrowing Base" to delete subsection (ii) now
contained therein and to substitute therefor the following:
"(ii) eighty-five percent (85%) of the Gross Amount of Eligible
Receivables owed to Tokheim and Gasboy of Canada Limited or Tokheim
Limited and subject to security documents acceptable to the Agent plus
(iii) the lesser of (A) $6,000,000 and (B) fifty percent (50%) of the
Gross Amount of Eligible Inventory owned by either Tokheim and Gasboy
of Canada Limited or Tokheim Limited and subject to security documents
acceptable to the Agent."
1.4 Article I of the Credit Agreement is hereby amended by amending
the definition of "Gross Amount of Eligible Inventory" to delete the term
"French Borrowing Subsidiaries" now contained therein and to substitute therefor
the following:
"Tokheim and Gasboy of Canada Limited and Tokheim Limited".
1.5 Article I of the Credit Agreement is hereby amended by amending
the definition of "Gross Amount of Eligible Receivables" to insert "or Tokheim
and Gasboy of Canada Limited or Tokheim Limited" immediately after "French
Borrowing Subsidiaries" in subsection (b) thereof.
1.6 Section 6.30 of the Credit Agreement is hereby amended by adding
the following at the end thereof:
"except that the Company may purchase Senior Subordinated Notes in the
original principal amount of up to $15,000,000 provided the aggregate
amount paid for such Senior Subordinated Notes does not exceed
$18,000,000."
2. Conditions of Effectiveness. This Amendment shall become effective and
be deemed effective as of June 30, 1997, 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.
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(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, 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.
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 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
By: /s/ Xxxx Xxxxxxxxx
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Title: Chief Financial Officer
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SOGEN S.A., as a Borrower
By: /s/ Xxxx X. Negovitch
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Title: Director
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SOFITAM INTERNATIONAL S.A.,
as a Borrower
By: /s/ Xxxx X. Negovitch
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Title: Director
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SOFITAM EQUIPEMENT S.A.,
as a Borrower
By: /s/ Xxxx X. Negovitch
------------------------------
Title: Director
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NBD BANK, N.A., as a Lender, an Issuing
Lender, a Swing Line Lender and as Agent
By: /s/ Xxxxxx Xxxxxxx
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Title: Vice President
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THE FIRST NATIONAL BANK OF CHICAGO,
LONDON BRANCH, as a Lender with respect
to the French Borrowing Subsidiaries
By: /s/ X. X. Xxxxxxxxx
------------------------------
Title: Vice President
---------------------------
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CREDIT LYONNAIS, CHICAGO BRANCH,
as a Lender
By: /s/ Xxxxxx Xxxxx
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Title: Vice President
---------------------------
XXXXXX TRUST AND SAVINGS BANK,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Title: Vice President
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BANK OF MONTREAL, LONDON BRANCH,
as a Lender with respect to the French
Borrowing Subsidiaries
By:
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Title:
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BANK OF AMERICA ILLINOIS, as a Lender
By: /s/ Xxxx Xxxxxxxx
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Title: Vice President
---------------------------
BANK OF AMERICA NT & SA, LONDON
BRANCH, as a Lender with respect to the
French Borrowing Subsidiaries
By: /s/ Xxxx-Xxxx Xxxxxx
------------------------------
Title: Vice President
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SOCIETE GENERALE, as a LenderBy:
By: /s/ C. Xxxxx Xxxxxxx
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Title: Assistant Treasurer
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