Exhibit 4.15
EXECUTION COPY
AMENDMENT NO. 4 TO WAIVER AND CONSENT
THIS AMENDMENT NO. 4 TO WAIVER AND CONSENT, dated as of May 31, 2002 (this
"Amendment"), is with respect to that certain Waiver and Consent, dated as
of April 15, 2002 (as amended, the "Waiver and Consent"), given under that
certain Post-Confirmation Credit Agreement dated as of October 20, 2000 (as
amended, modified or otherwise supplemented, the "Credit Agreement"), among
TOKHEIM CORPORATION, an Indiana corporation (the "Company"), and various
subsidiaries thereof as borrowers (the Company and such subsidiaries
together, the "Borrowers"), various financial institutions as lenders (the
"Lenders"), AMSOUTH BANK, as a Lender and as documentation agent for the
Lenders (the "Documentation Agent"), and ABN AMRO BANK N.V., as a Lender,
as issuing lender and as administrative agent for the Lenders (the
"Administrative Agent", and together with the Documentation Agent, the
"Agents").
WHEREAS, the Borrowers have requested that the Lenders agree to extend to
June 7, 2002 a certain May 31, 2002 deadline set forth in the Waiver and
Consent; and
WHEREAS the Lenders are willing to agree to such extension but only on and
subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1. Section 6(a)(ii) of the Waiver and Consent is hereby amended and
restated in its entirety to read as follows:
"by June 7, 2002, agree to and execute a binding term sheet that
shall set forth the material terms of the Company's plan of
recapitalization and restructuring of the balance sheets of the
Company and its Subsidiaries, which term sheet shall be acceptable
in form and substance to the Administrative Agent".
SECTION 2. Except as expressly amended hereby, the Waiver and Consent shall
continue in full force and effect, and the Borrowers hereby ratify and
confirm the terms and provisions thereof, including all representations,
warranties and covenants thereunder, at and as of the date hereof.
SECTION 3. This Amendment shall be limited precisely as written and shall
not be deemed (a) to be an amendment, waiver of or consent granted pursuant
to any other term or condition of the Credit Agreement, any other Loan
Document or any of the instruments or agreements referred to in such
documents or a waiver of any Unmatured Event of Default or Event of Default
under the Credit Agreement, whether or not known to any of the Agents or
the Lenders, or (b) to prejudice any other right or rights that the Agents
or the Lenders may now or in the future have in connection with the Credit
Agreement, any other Loan Document or any instruments referred to in such
documents.
SECTION 4. Capitalized terms used in this Amendment that are not defined
herein but are defined in the Credit Agreement shall have the meaning given
to such terms in the Credit Agreement.
SECTION 5. EACH BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT IT DOES NOT
HAVE ANY DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF
ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE
ALL OR ANY PART OF THE LIABILITY OF SUCH BORROWER TO REPAY ANY AGENT OR ANY
LENDER AS PROVIDED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS OR
TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY AGENT
OR ANY LENDER OR ANY OF THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS
AND ASSIGNS. EACH BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND
FOREVER DISCHARGES THE AGENTS AND THE LENDERS, AND EACH AGENT'S AND EACH
LENDER'S PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL
POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
EXPENSES AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, MATURED OR UNMATURED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN
PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, THAT SUCH BORROWER
MAY NOW OR HEREAFTER HAVE AGAINST ANY SUCH AGENT OR LENDER, AND SUCH
AGENT'S OR LENDER'S PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND
ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATION OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHT OR REMEDY UNDER THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND NEGOTIATION AND EXECUTION OF THIS
AMENDMENT. THE RELEASES AND DISCHARGES IN THIS SECTION 5 SHALL BE EFFECTIVE
REGARDLESS OF WHETHER THIS AMENDMENT BECOMES EFFECTIVE AND REGARDLESS OF
ANY OTHER EVENT THAT MAY OCCUR OR NOT OCCUR AFTER THE DATE HEREOF.
[Remainder of page intentionally left blank;
signatures on following pages.]
Delivered as of the day and year first above written.
TOKHEIM CORPORATION
By
-----------------------------------------
Title
--------------------------------------
By
-----------------------------------------
Title
--------------------------------------
GASBOY INTERNATIONAL, INC.
By
-----------------------------------------
Title
--------------------------------------
TOKHEIM INVESTMENT CORP.
By
-----------------------------------------
Title
--------------------------------------
MANAGEMENT SOLUTIONS, INC.
By
-----------------------------------------
Title
--------------------------------------
SUNBELT HOSE & PETROLEUM EQUIPMENT INC.
By
-----------------------------------------
Title
--------------------------------------
TOKHEIM SERVICES LLC
By
-----------------------------------------
Title
--------------------------------------
TOKHEIM RPS, LLC
By
-----------------------------------------
Title
--------------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 4
TO TOKHEIM WAIVER AND CONSENT
ABN AMRO BANK N.V., as Administrative Agent,
as Issuing Lender and as a Lender
By
-------------------------------------------
Title
----------------------------------------
By
-------------------------------------------
Title
----------------------------------------
AMSOUTH BANK, as Documentation Agent and as
a Lender
By
-------------------------------------------
Title
----------------------------------------
BANK ONE, INDIANA, NATIONAL ASSOCIATION,
as a Lender
By
-------------------------------------------
Title
----------------------------------------
CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
By
-------------------------------------------
Title
----------------------------------------
CREDIT AGRICOLE INDOSUEZ, as a Lender
By
-------------------------------------------
Title
----------------------------------------
By
-------------------------------------------
Title
----------------------------------------
BEAR, ▇▇▇▇▇▇▇ & CO., INC., as a Lender
By
-------------------------------------------
Title
----------------------------------------
BANKERS TRUST COMPANY, as a Lender
By
-------------------------------------------
Title
----------------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 4
TO TOKHEIM WAIVER AND CONSENT
SENIOR DEBT PORTFOLIO, as a Lender
By: Boston Management and Research,
as Investment Advisor
By
-------------------------------------------
Title
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST, as a Lender
By: ▇▇▇▇▇ ▇▇▇▇▇ Management,
as Investment Advisor
By
-------------------------------------------
Title
----------------------------------------
OXFORD STRATEGIC INCOME FUND, as a Lender
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment
Advisor
By
-------------------------------------------
Title
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND,
as a Lender
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment
Advisor
By
-------------------------------------------
Title
----------------------------------------
CREDIT INDUSTRIEL ET COMMERCIAL, as a Lender
By
-------------------------------------------
Title
----------------------------------------
By
-------------------------------------------
Title
----------------------------------------
BANK PEKAO SA (FORMERLY KNOWN AS BANK POLSKA
KASA OPIEKI S.A., NEW YORK BRANCH), as a
Lender
By
-------------------------------------------
Title
----------------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 4
TO TOKHEIM WAIVER AND CONSENT
OCTAGON INVESTMENT PARTNERS II, LLC,
as a Lender
By
-------------------------------------------
Title
----------------------------------------
OAKTREE CAPITAL MANAGEMENT, LLC, as agent
and on behalf of certain funds and accounts,
as a Lender
By
-------------------------------------------
Title
----------------------------------------
By
-------------------------------------------
Title
----------------------------------------
ARES LEVERAGED INVESTMENT FUND II, L.P., as
a Lender
By: ARES Management II, L.P., its General
Partner
By
-------------------------------------------
Title
----------------------------------------
WHIPPOORWILL/TOKHEIM OBLIGATIONS TRUST-2000,
as a Lender
By: Whippoorwill Associates, Incorporated,
as its investment representative and
advisor
By
-------------------------------------------
Title
----------------------------------------
BARCLAYS BANK PLC, as a Lender
By
-------------------------------------------
Title
----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.,
as a Lender
By
-------------------------------------------
Title
----------------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 4
TO TOKHEIM WAIVER AND CONSENT