Exhibit 4.6
AMENDMENT NO. 3 TO CREDIT AGREEMENT
Dated as of September 25, 1997
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT ("Amendment") is made as of
September 25, 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 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. Amendments to Credit Agreement. Effective as of September 25, 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. Section 6.9 of the Credit Agreement is hereby amended by adding
the following new subsection (ix) at the end thereof:
"(ix) the sale of the stock of the Subsidiary of Sofitam
Equipement to which Sofitam Equipement contributed its Bulk Meter
business."
1.2 Section 6.17 of the Credit Agreement is hereby amended by adding
the following new subsection (vii) at the end thereof:
"(vii) acquisitions which satisfy all of the following
conditions:
(a) all acquisitions permitted by this subsection 6.17
(vii) shall require the Company or any of its Subsidiary to
pay (or assume
Indebtedness) an aggregate amount for all such acquisitions
not in excess of $5,000,000 or the Equivalent Amount
thereof;
(b) no Default or Unmatured Default shall have occurred and
be continuing at the time of the closing of any such
acquisition or would result therefrom;
(c) the business being acquired is substantially similar,
related or incidental to the business of the Company and its
Subsidiaries;
(d) the acquisition is consummated pursuant to a negotiated
acquisition agreement on a non-hostile basis;
(e) any additional Collateral Documents considered
appropriate by the Agent are executed by the applicable
Person and, if appropriate, filed;
(f) prior to any such acquisition, the Company shall
deliver to the Agent (i) a certificate demonstrating to the
satisfaction of the Agent that after giving effect to the
acquisition on a pro forma basis, the Company and its
Subsidiaries will be in compliance with the financial
covenants in the Credit Agreement and (ii) such other
information as the Agent shall reasonably request."
2. Conditions of Effectiveness. This Amendment shall become effective and
be deemed effective as of September 25, 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;
(b) payment of an amendment fee of $5,000 to each of the Lenders
(other than The First National Bank of Chicago, London Branch, Bank of
Montreal, London Branch and Bank of America NT & SA, London Branch) that
executes this amendment and delivers its signature page to the Agent on or
before September 25, 1997; and
(c) 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.
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(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, 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 X. Xxxxxxxxxx
--------------------------------
Title: President & CFO
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SOGEN S.A., as a Borrower
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------------
Title: Director
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SOFITAM INTERNATIONAL S.A.,
as a Borrower
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------------
Title: Director
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SOFITAM EQUIPEMENT S.A.,
as a Borrower
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------------
Title: Director
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CREDIT LYONNAIS, CHICAGO BRANCH,
as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Title: Senior Vice President
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XXXXXX TRUST AND SAVINGS BANK,
as a Lender
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Title: Vice President
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BANK OF MONTREAL, LONDON BRANCH,
as a Lender with respect to the French
Borrowing Subsidiaries
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Title: Director
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BANK OF AMERICA NT & SA (formerly
Bank of America Illinois), as a Lender
By: /s/ Xxxx-Xxxx Xxxxxx
--------------------------------
Title: Vice President
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