Exhibit 4.12


                   AMENDMENT NO. 1 TO WAIVER AND CONSENT


THIS AMENDMENT NO. 1 TO WAIVER AND CONSENT, dated as of April 30, 2002
(this "Amendment"), is with respect to that certain Waiver and Consent,
dated as of April 15, 2002 (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 by
one day a certain April 30, 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 by replacing the date "April 30, 2002" therein with
         the date "May 8, 2002".

                    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.

                    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, and 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
         therein.

                    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.]

<PAGE>

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. 1
                        TO TOKHEIM WAIVER AND CONSENT
<PAGE>

                           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, STEARNS & CO., INC., as a Lender

                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------

                           BANKERS TRUST COMPANY, as a Lender

                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------


                      SIGNATURE PAGE TO AMENDMENT NO. 1
                        TO TOKHEIM WAIVER AND CONSENT
<PAGE>

                           SENIOR DEBT PORTFOLIO, as a Lender

                           By:  Boston Management and Research, as
                                Investment Advisor

                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------

                           EATON VANCE SENIOR INCOME TRUST, as a Lender

                           By:  Eaton Vance Management, as Investment Advisor


                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------

                           OXFORD STRATEGIC INCOME FUND, as a Lender

                           By: Eaton Vance Management, as Investment Advisor


                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------

                           EATON VANCE INSTITUTIONAL SENIOR LOAN FUND,
                           as a Lender

                           By: Eaton Vance Management, as Investment Advisor


                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------

                           CREDIT INDUSTRIEL ET COMMERCIAL, as a Lender

                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------


                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------

                           FINOVA CAPITAL CORPORATION, as a Lender

                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------


                      SIGNATURE PAGE TO AMENDMENT NO. 1
                        TO TOKHEIM WAIVER AND CONSENT
<PAGE>

                           BANK PEKAO SA (FORMERLY KNOWN AS BANK POLSKA KASA
                           OPIEKI S.A., NEW YORK BRANCH), as a Lender

                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------

                           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
                                 --------------------------------------

                           GOLDMAN SACHS CREDIT PARTNERS L.P., as a Lender

                           By
                                 --------------------------------------
                           Title
                                 --------------------------------------


                      SIGNATURE PAGE TO AMENDMENT NO. 1
                        TO TOKHEIM WAIVER AND CONSENT