EXHIBIT 10.19
Consent and Waiver to Credit Agreement
As of December 8, 1997
Reference is made to the Credit Agreement dated as of July 12, 1996 and
as amended and in effect immediately prior to the date hereof (the "Credit
Agreement") by and among PSC SCANNING, INC., a Delaware corporation formerly
known as SpectraScan, Inc., which is successor by merger to PSC Acquisition,
Inc., (the "Borrower"), PSC INC. ("PSC"), the financial institutions party to
the Credit Agreement (the "Lender Parties"), FLEET BANK as the "Initial Issuing
Bank", and FLEET BANK, as administrative agent (the "Administrative Agent")
under the Credit Agreement.
Reference is also made to the Summary of Rights to Purchase Preferred
Stock annexed hereto as "Exhibit B" (the "Summary").
All definitions contained in the Credit Agreement and the Summary are
incorporated herein by reference and all such defined terms are used herein with
the same meanings.
The undersigned Lender Parties hereby: (1) consent to the declaration
of the dividend of the Rights described in the Summary and the actions which may
be taken by PSC pursuant to the Rights Agreement, and (2) waive the right to
deem such dividend or such action to be a violation of Section 5.02(g) of the
Credit Agreement or a Default or Event of Default under the Credit Agreement.
Except as specifically waived above, the Credit Agreement shall remain
in full force and effect.
This Consent and Waiver may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
shall be deemed to be an original, and all of which taken together shall
constitute one and the same Consent and Waiver, regardless of whether or not the
execution by all parties shall appear on any single counterpart. Delivery of an
executed counterpart of a signature page to this Consent and Waiver by
telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement. This Consent and Waiver will become effective when the
Administrative Agent shall have received counterparts of this Consent and Waiver
which, when taken together, bear the signatures of the Required Lenders.
IN WITNESS WHEREOF, the Administrative Agent and the undersigned Lender
Parties have caused a counterpart of this Consent and Waiver to be executed and
delivered by their respective representatives thereunto duly authorized, as of
the date first above written.
FLEET BANK, as Administrative Agent FLEET BANK, as Initial Issuing Bank
By: By:
Title: Title:
FLEET BANK CORESTATES BANK, N.A.
By: By:
Title: Title:
MANUFACTURERS & TRADERS KEY BANK NATIONAL
TRUST COMPANY ASSOCIATION
By: By:
Title: Title:
PILGRIM AMERICA PRIME RATE
SUMITOMO BANK TRUST
By: By:
Title: Title:
