Tokheim Corporation and Subsidiaries
Exhibit (4.24)
AMENDMENT NO. 3
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
("Amendment") is made as of February 27, 1999 by and among TOKHEIM CORPORATION,
an Indiana corporation (the "Company"), GASBOY INTERNATIONAL, INC., a
Pennsylvania corporation ("Gasboy"), the financial institutions listed on the
signature pages hereof (the "Lenders"), 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, the Lenders, the Administrative Agent, the
Documentation and Collateral Agent, and the Co-Syndication Agent (as 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, the Lenders, the Administrative Agent,
the Documentation and Collateral Agent, and the Co-Syndication Agent are parties
to the Credit Agreement;
WHEREAS, the Required Lenders 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, Gasboy and the Required Lenders have agreed to the following amendments
to the Credit Agreement.
1. Amendments to Credit Agreement. Effective as of February 27, 1999 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 6.1 is hereby amended to insert the following new clause
(ix) immediately at the end thereof:
"(ix) As soon as practicable, and in any event within thirty (30) days
after the close of each calendar month, with sufficient copies for the
Lenders, copies of internal management financial statements for the
most recently completed calendar month."
1.2 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
(x) for each of the fiscal quarters ending on February 28, 1999, May
31, 1999 and August 31, 1999, the sum of (i) $64,000,000 plus (ii)
100% of Net Cash Proceeds received after the Effective Date from the
issuance of Capital Stock of the Company or any of its Subsidiaries to
any Person other than the Company or its Subsidiaries and (y) for each
fiscal quarter thereafter, the sum of (i) $75,000,000 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, 1999 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) 100% of Net Cash
Proceeds received after the Effective Date from the issuance of
Capital Stock of the Company or any of its Subsidiaries to any Person
other than the Company or its Subsidiaries."
1.2. 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
-------------------------- -------------
August 31, 1999 7.0 to 1.00
November 30, 1999 5.5 to 1.00
February 29, 2000 5.5 to 1.00
May 31, 2000 5.0 to 1.00
August 31, 2000 5.0 to 1.00
November 30, 2000 4.0 to 1.00
February 28, 2001 4.0 to 1.00
May 31, 2001 4.0 to 1.00
August 31, 2001 4.0 to 1.00
November 30, 2001 3.5 to 1.00
February 28, 2002 3.5 to 1.00
May 31, 2002 3.5 to 1.00
August 31, 2002 3.5 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
-------------------------- -------------
February 28, 1999 4.75 to 1.00
May 31, 1999 4.25 to 1.00
August 31, 1999 4.0 to 1.00
November 30, 1999 3.5 to 1.00
February 29, 2000 3.5 to 1.00
May 31, 2000 3.5 to 1.00
August 31, 2000 3.5 to 1.00
November 30, 2000 3.0 to 1.00
February 28, 2001 3.0 to 1.00
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May 31, 2001 3.0 to 1.00
August 31, 2001 3.0 to 1.00
November 30, 2001 2.5 to 1.00
February 28, 2002 2.5 to 1.00
May 31, 2002 2.5 to 1.00
August 31, 2002 2.5 to 1.00
And at all times
during each fiscal quarter thereafter 2.0 to 1.00
The Leverage Ratio and Senior Leverage Ratio shall be calculated, in
each case, determined 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 (provided, however, that the
Leverage Ratio and Senior Leverage Ratio shall be calculated for the
Company and its Consolidated Subsidiaries (a) for the fiscal quarter
ending February 28, 1999, using EBITDA for the two fiscal quarters
ending on February 28, 1999 multiplied by two (2) and (b) for the
fiscal quarter ending May 31, 1999, using EBITDA for the three fiscal
quarters ending on May 31, 1999 multiplied by four-thirds (4/3))."
1.3. 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
-------------------------- -------------
February 28, 1999 1.00 to 1.00
May 31, 1999 1.15 to 1.00
August 31, 1999 1.45 to 1.00
November 30, 1999 1.50 to 1.00
February 28, 2000 through
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"
1.4. 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
---------------------------------------- -------------
August 31, 1999 1.00 to 1.00
November 30, 1999 through November 30, 2000 1.10 to 1.00
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February 28, 2001 through November 30, 2001 1.20 to 1.00
And for each fiscal quarter ending thereafter 1.25 to 1.00"
1.5. 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, 1998 $ 17,000,000
February 28, 1999 $ 21,200,000
May 31, 1999 $ 39,200,000
August 31, 1999 $ 61,700,000
November 30, 1999 $ 75,000,000
February 28, 2000 $ 78,000,000
May 31, 2000 $ 82,000,000
August 31, 2000 $ 85,000,000
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 (provided, however that (a) EBITDA for the period ending on
November 30, 1998 shall be calculated using EBITDA for the fiscal
quarter ending on November 30, 1998, (b) EBITDA for the period ending
on February 28, 1999 shall be calculated using EBITDA for the two
fiscal quarters ending on February 28, 1999, and (c) EBITDA for the
period ending on May 31, 1999 shall be calculated using EBITDA for the
three fiscal quarters ending May 31, 1999)."
2. Conditions of Effectiveness. This Amendment shall become effective
and be deemed effective as of February 27, 1999 upon the delivery of (i) duly
executed originals of this Amendment from the Required Lenders, Gasboy and the
Company and (ii) duly executed originals of a Reaffirmation in the form of
Exhibit A attached hereto from Tokheim Automation Corporation, Envirotronic
Systems, Inc., Tokheim Investment Corp., Sunbelt Hose & Petroleum Equipment,
Inc., Gasboy International, Inc., Management Solutions, Inc., Tokheim Equipment
Corporation, and Tokheim RPS, LLC.
3. Amendment Fee. Each Lender that delivers a duly executed signature
page to this Amendment to Xxxxx X. Xxxxx, Xxxxxx & Xxxxxx (fax: 000-000-0000) by
5:00 p.m. (Chicago time) on Monday, April 12, 1999, shall be entitled to an
Amendment Fee of 0.25% of such Lender's Commitment (as defined in the Credit
Agreement) outstanding as of April 12, 1999 provided this Amendment is approved
by the Required Lenders (including the Administrative Agent). The Amendment Fee
shall be due and payable on the date the Company executes this Amendment.
4
4. Representations and Warranties of the Company. The Company and Gasboy
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 Gasboy and are enforceable against the Company
and Gasboy in accordance with their terms.
(b) Upon the effectiveness of this Amendment, the Company and Gasboy
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).
5. 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
Second Amended and Restated Credit Agreement dated as of December 14, 1998, as
amended previously and as amended hereby.
(b) 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.
(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 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.
6. 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.
7. 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.
8. 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.
9. 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.
5
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:
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:
6
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:
7
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:
8
XXXXX XXXXX SENIOR INCOME TRUST, as a Lender
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:
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.,
as a Lender
By: Pilgrim Investments, Inc.,
as its Investment Manager
By: ______________________________
Name:
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.,
as a Lender
By: Pilgrim Investments, Inc.,
as Investment Manager
By: ______________________________
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO ,
as a Lender
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: ______________________________
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.,
as a Lender
By: ______________________________
Name:
Title:
9
OCTAGON LOAN TRUST, as a Lender
By: Octagon Credit Investors, as Manager
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:
KZH RIVERSIDE LLC, as a Lender
By: ______________________________
Name:
Title:
10
AMSOUTH BANK, as a Lender
By: ______________________________
Name:
Title:
11
EXHIBIT A
REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Amendment No. 3 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", and, together with the Company, the "Borrowers"), the
financial institutions from time to time party thereto (the "Lenders") and 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 and an Amendment No. 2,
dated as of January 11, 1999 and March 1, 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. 3 is dated as of February
27, 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 and the Amendment and as the same may from
time to time hereafter be amended, modified or restated.
Dated: February 27, 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.
By: ______________________________
Name:
Title:
12
