EXHIBIT (c)(4)
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% SENIOR SUBORDINATED NOTE DUE JANUARY 28, 1999
No. 1
$170,000,000
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 $170,000,000 on January 28, 1999.
Interest Payment Date: January 28, 1999
Record Date: January 15, 1999
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
▇▇▇▇▇▇ TRUST AND SAVINGS BANK, as Trustee,
certifies that this is one of the securities
referred to in the Senior Indenture
By_________________________
Authorized Signatory
12% Senior Subordinated Note due January 28, 1999
1. Interest
TOKHEIM CORPORATION, an Indiana corporation (the "Company"), promises to
pay interest on the principal amount of this 12% Senior Subordinated Note due
January 28, 1999 (the "Senior Subordinated Notes") at 12% per annum.
The Company will pay interest on the Senior Subordinated Notes in arrears
in cash on January 28, 1999. Interest on the Senior Subordinated Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance of the Senior Subordinated
Notes. Interest will be computed on the basis of a 360-day year of twelve 30-
day months. The Company will pay interest on overdue interest at the rate borne
by the Senior Subordinated Notes.
2. Method of Payment
The Company will pay interest (except defaulted interest) on and in respect
of the Senior Subordinated Notes to the Persons who are registered holders of
the Senior Subordinated Notes at the close of business on the third business day
next preceding the interest payment date even if such Senior Subordinated Notes
are canceled after the record date and on or before the interest payment date.
Holders must surrender Senior 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
official bank check payable in same day funds or by wire transfer of federal
funds.
3. Paying Agent and Registrar
Initially, ▇▇▇▇▇▇ 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 may
act as Paying Agent, Registrar or co-registrar.
4. Indenture
The Company issued the Senior Subordinated Notes under an Indenture dated
as of September 30, 1998 (the "Senior Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Senior Subordinated
Notes include those stated in the Senior Indenture and those made part of the
Senior 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 Senior Indenture (the
"Act"). Terms defined in the Senior Indenture and not defined herein have the
meanings ascribed thereto in the Senior Indenture. The Senior
Subordinated Notes are subject to all such terms, and Holders are referred to
the Senior Indenture and the Act for a statement of those terms.
The Senior Subordinated Notes are unsecured senior subordinated obligations
of the Company and are limited to $170,000,000 in aggregate principal amount
outstanding. In the event that the Company is unable to repay the Senior
Subordinated Notes at their stated maturity, the Senior Subordinated Notes will
be exchanged, subject to certain conditions, for Increasing Rate Senior
Subordinated Notes due 2007 (the "Roll-Over Notes"). This security is one of
the Senior Subordinated Notes referred to in the Senior Indenture. The Senior
Subordinated Securities include the Senior Subordinated Notes, any Roll-Over
Notes issued in exchange for the Senior Subordinated Notes and any Exchange
Notes issued in exchange for the Roll-Over Notes pursuant to the Senior
Indenture. The Senior Subordinated Notes, the Roll-Over Notes and the Exchange
Notes are treated as a single class of securities under the Senior Indenture.
The Senior 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 Senior Indenture
prohibits certain restrictions on distributions from subsidiaries.
5. Optional Redemption
Subject to the terms of the Senior Indenture, the Senior 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
Senior Subordinated Notes on the relevant record date to receive interest due on
the relevant interest payment date).
6. Mandatory Redemption
If after the Issue Date the Company or any of its Subsidiaries shall Incur
any Indebtedness, other than Indebtedness Incurred under the Credit Agreement,
or shall issue any Capital Stock, the Company shall redeem Senior Subordinated
Notes in an aggregate principal amount equal to the principal amount of the
Indebtedness so Incurred or the total price at which such Capital Stock was
sold. The redemption price of the Senior Subordinated Notes so redeemed shall
be equal to the unpaid principal amount thereof plus accrued interest thereon to
the redemption date.
7. 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 Senior
Subordinated Notes to be redeemed at its registered address all in accordance
with the Senior Indenture. If less than all of the Senior Subordinated Notes
are to be redeemed at any time, selection
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of Senior 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 Senior Subordinated Notes are listed, or, if the Senior
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 Senior
Subordinated Notes of $1,000 or less shall be redeemed in part.
8. Repurchase at the Option of the Holder
Upon a Change of Control, any Holder of Senior Subordinated Notes will have
the right, subject to certain conditions set forth in the Senior Indenture, to
cause the Company to repurchase all or any part of the Senior Subordinated Notes
of such Holder at a purchase price equal to 101% of the principal amount of the
Senior 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 Senior Indenture.
9. Subordination
The Senior Subordinated Notes are subordinated to Senior Debt of the
Company, as defined in the Senior Indenture. To the extent provided in the
Senior Indenture, Senior Debt of the Company must be paid before the Senior
Subordinated Notes may be paid. The Company agrees, and each Holder by
accepting a Senior Subordinated Note agrees, to the subordination provisions
contained in the Senior Indenture and authorizes the Trustee to give it effect
and appoints the Trustee as attorney-in-fact for such purpose.
10. Denominations; Transfer; Exchange
The Senior Subordinated Notes are in registered form without coupons. A
Holder may transfer or exchange Senior Subordinated Notes in accordance with the
Senior 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
Senior Indenture. The Registrar need not register the transfer of or exchange
any Senior Subordinated Notes selected for redemption (except, in the case of a
Senior Subordinated Note to be redeemed in part, the portion of the Senior
Subordinated Note not to be redeemed) or to transfer or exchange any Senior
Subordinated Notes for a period of 15 days prior to a selection of Senior
Subordinated Notes to be redeemed or 15 days before an interest payment date.
11. Persons Deemed Owners
The Holder of this Senior Subordinated Note may be treated as the owner of
it for all purposes.
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12. 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.
13. Discharge and Defeasance
Subject to certain conditions set forth in the Senior Indenture, the
Company at any time may terminate some or all of its obligations under the
Senior Subordinated Notes and the Senior Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal
and interest on the Senior Subordinated Notes to redemption or maturity, as the
case may be.
14. Amendment, Waiver
Subject to certain exceptions set forth in the Senior Indenture, from time
to time, the Company, the Guarantors and the Trustee, without the consent of the
Holders, may amend the Senior Indenture or the Senior 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 Senior Subordinated Notes in addition to or in place of
certificated Senior Subordinated Notes (provided that the uncertificated Senior
Subordinated Notes are issued in registered form for purposes of Section 163(f)
of the Code, or in a manner such that the uncertificated Senior 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
Senior 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 Senior Indenture; (v) to provide for additional Guarantors;
(vi) to make any change that would provide any additional rights or benefits to
the Holders of Senior Subordinated Notes or that does not adversely affect the
legal rights under the Senior Indenture of any such Holder; or (vii) to comply
with requirements of the SEC in order to effect or maintain the qualification of
the Senior Indenture under the TIA.
The Company, the Guarantors and the Trustee may amend the Senior Indenture
or the Senior Subordinated Notes with the written consent of the Holders of at
least a majority in principal amount of the Senior Subordinated Notes. However,
without the consent of each affected Holder of a Senior Subordinated Notes, an
amendment may not: (i) reduce the principal amount of Senior 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 Senior Subordinated Note; (iii) reduce the principal
of or change or have the effect of changing the fixed maturity of any Senior
Subordinated Note, or change the date on which any Senior Subordinated Note may
be subject to redemption or repurchase, or reduce the redemption
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or repurchase price therefor; (iv) make any Senior Subordinated Notes payable in
money other than that stated in the Senior Subordinated Notes; (v) make any
change in provisions of the Senior Indenture protecting the right of each Holder
to receive payment of principal of and interest on such Holder's Senior
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 Senior
Subordinated Notes to waive Defaults or Events of Default; (vi) modify or change
any provision of the Senior Indenture or the related definitions affecting the
subordination or ranking of the Senior 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 Senior Subordinated Notes; or (viii) make any change to the
Subsidiary Guarantees in any manner that adversely affects the rights of the
Holders.
15. Defaults and Remedies
Under the Senior Indenture, the following events are "Events of Default":
(a) the failure to pay interest on any Senior 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 Senior 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 Senior 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 Senior 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 Senior Subordinated Notes may declare the principal of and
accrued interest on all the Senior 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 Senior 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.
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16. Trustee Dealings with the Company
Subject to certain limitations imposed by the Act, the Trustee under the
Senior 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.
17. 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
Senior Subordinated Notes, the Senior Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation.
18. 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 EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
19. 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.
20. 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).
21. 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 Senior 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.
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The Company will furnish to any securityholder upon written request and
without charge to the securityholder a copy of the Senior Indenture which has in
it the text of this security in larger type. Requests may be made to:
TOKHEIM CORPORATION
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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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 Senior 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 Senior Indenture, state the
amount: $ .
Date: __________________ Your Signature: __________________
(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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