Tokheim Corporation and Subsidiaries
Exhibit (4.23)
Execution Copy
AMENDMENT NO. 2
TO AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 1, 1999
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
("Amendment") is made as of March 1, 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 GLEACHER
NATWEST INC. and BANKERS TRUST COMPANY, as Co-Syndication Agents 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 Agents (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 Agents 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 November 30, 1998 and
subject to the satisfaction of the conditions precedent set forth in Section 2
below, Section 6.11 of the Credit Agreement is hereby amended to delete the
language now contained therein that precedes the ":" and to substitute therefor
the following:
"The Company and its Subsidiaries shall not incur in the aggregate
expenses for Rentals in any fiscal year in excess of the amounts set
forth below for the fiscal years ended as of the dates set forth
below:"
2. Conditions of Effectiveness. This Amendment shall become effective
and be deemed effective as January 31, 1999 upon the delivery of duly executed
originals of this Amendment from the Required Lenders.
3. 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.
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
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.
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 Administrative Agent) incurred by the Administrative 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 (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.
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.
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:
2
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:
ABN AMRO BANK N.V., as a Lender
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
3
CREDIT AGRICOLE INDOSUEZ, as a Lender
By:
-------------------------------------
Name:
Title:
▇▇▇▇▇▇ 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:
THE PROVIDENT BANK, as a Lender
By:
-------------------------------------
Name:
Title:
FINOVA CAPITAL CORPORATION, as a Lender
By:
-------------------------------------
Name:
Title:
4
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:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST,
as a Lender
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as,
Investment Advisor
By:
-------------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND, as a Lender
By: ▇▇▇▇▇ ▇▇▇▇▇ Management,
as Investment Advisor
By:
-------------------------------------
Name:
Title:
5
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:
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO,
as a Lender
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management,
L.P., as Investment Advisor
By:
-------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND,
INC., as a Lender
By:
-------------------------------------
Name:
Title:
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:
6
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:
AMSOUTH BANK, as a Lender
By:
-------------------------------------
Name:
Title:
7