EXHIBIT 10.3
January 24, 2003
First Reserve Corporation
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
First Reserve Corporation
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Dear Messrs. Xxxxxxxx and Xxxxxxx:
Reference is hereby made to that certain Purchase Agreement, dated as
of November 29, 2002, as subsequently amended or modified (the "Purchase
Agreement"), by and among First Reserve Fund IX, L.P., a Delaware limited
partnership (and, except as otherwise provided therein, any permitted assignee
to whom Buyer's rights and obligations are transferred pursuant to Section 8.12
of the Purchase Agreement, "Buyer"), Tokheim Corporation, an Indiana corporation
("Parent"), Sunbelt Hose & Petroleum Equipment, Inc., a Georgia corporation
("Sunbelt"), Tokheim RPS, LLC, a Delaware limited liability company ("RPS"),
Tokheim Investment Corp., a Texas corporation ("TIC"), Gasboy International,
Inc., a Pennsylvania corporation ("Gasboy"), Tokheim Services, LLC, an Indiana
limited liability company ("Services") and Tokheim and Gasboy of Canada Ltd., a
corporation organized under the laws of Ontario ("TG Canada") (Parent, Sunbelt,
RPS, TIC, Gasboy, Services and TG Canada being collectively referred to as
"Sellers"). Capitalized terms not otherwise defined herein shall have the
meanings given them in the Purchase Agreement.
This letter confirms the agreement of Buyer and Sellers that the last
sentence of Section 8.11 of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
Notwithstanding anything to the contrary contained in this Agreement, and
notwithstanding the termination of this Agreement pursuant to Article VII,
Buyer's offer to purchase the Acquired Business shall remain irrevocable
until the earlier of (a) ten (10) days after the Sale Hearing and (b) the
closing of a purchase of all or substantially all of the Acquired Assets.
This letter also confirms the agreement of Buyer and Sellers that the
following assets are deemed additional "Excluded Assets" under the Purchase
Agreement:
(1) All furniture, fixtures and equipment in the office facilities
comprising the three floors of the main entrance building at 0000 Xxxxxx Xxxxxx,
Xxxx Xxxxx, XX, 00000, including, but not limited to, desks, chairs, filing
cabinets, computers, fax machines, copying machines, office supplies, printers
and printing equipment; provided, however, that the parties hereto agree to use
their best efforts to reach an accommodation with respect to any software or
other information contained on any of the foregoing computers that Buyer needs
with respect to the Acquired Business.
(2) Certain equipment in the plant facilities at 0000 Xxxxxx Xxxxxx,
Xxxx Xxxxx, XX, 00000, consisting of all golf carts, all sweeping/cleaning
machines, all company-owned vehicles and all other maintenance and cleaning
equipment and supplies.
This letter also confirms the agreement of Buyer and Sellers that,
with respect to the Transition Supply Agreement attached as Schedule 2.2(g) to
the Purchase Agreement (the "Transition Supply Agreement"):
(1) The third "WHEREAS" clause of the Transition Supply Agreement is
hereby deleted in its entirety;
(2) Section 4.5 of the Transition Supply Agreement is hereby deleted
in its entirety, including footnote 1 to such Section 4.5; and
(3) Section 7.1 of the Transition Supply Agreement is hereby amended
and restated in its entirety to read as follows:
Section 7.1 Term. The term of this Agreement shall commence as of the
Closing Date and shall terminate on the 180th day following the Closing
Date (the "Term"); provided, that the Term may be extended for up to an
additional 90 days but solely with respect to the BPIX software for the
Facility in Freemont, Indiana; provided further, that the Term with respect
to those services described in item E of Annex 2.1 shall terminate on March
4, 2003.
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Please indicate your agreement with the foregoing by countersigning in the space
provided below.
TOKHEIM CORPORATION
By:____________________________
Name:
Title:
SUNBELT HOSE & PETROLEUM
EQUIPMENT, INC.
By:____________________________
Name:
Title:
TOKHEIM RPS, LLC
By:____________________________
Name:
Title:
TOKHEIM INVESTMENT CORP.
By:____________________________
Name:
Title:
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GASBOY INTERNATIONAL, INC.
By:____________________________
Name:
Title:
TOKHEIM SERVICES, LLC
By:____________________________
Name:
Title:
TOKHEIM AND GASBOY OF CANADA LTD.
By:____________________________
Name:
Title:
AGREED AND ACCEPTED this 24 day of January, 2003
FIRST RESERVE FUND IX, L.P.
By: First Reserve GPIX, L.P.,
its General Partner
By: First Reserve GPIX, Inc.,
its General Partner
By:____________________________
Name:
Title:
Cc: Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
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