EXHIBIT 8
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NUCO I, Ltd.
Volt Information Sciences, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
September 25, 2001
Autologic Information International, Inc.
0000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
Gentlemen:
Reference is made to that certain Agreement and Plan of Merger dated as of
October 5, 1995, as amended on November 10, 1995 and December 7, 1995 (the
"Merger Agreement"), by and among Volt Information Sciences, Inc. ("Volt"),
Autologic Incorporated and Information International Incorporated pursuant to
which, among other things, each of Autologic Incorporated and Information
International Incorporated were merged with and into Autologic Information
International, Inc. (the "Company").
This letter will serve to confirm our understanding that immediately
preceding the successful completion of the tender offer (the "Offer Closing
Date") to be made by a wholly-owned subsidiary of Agfa Corporation, for all of
the outstanding shares of the Corporation, which is conditioned on, among other
things, the tender by a majority of the outstanding shares of Common Stock of
the Company, the Merger Agreement shall be terminated and (i) Volt and NUCO I,
Ltd. (a wholly-owned subsidiary of Volt and the record owner of all shares
issued to Volt pursuant to the Merger Agreement, "NUCO") shall have no further
right against the Company (including without limitation no further rights to
receive any additional shares, whether or not heretofore accrued, under Section
1.4(c) of the Merger Agreement), and (ii) the Company shall have no further
rights against Volt or NUCO (including, without limiting the foregoing, Volt
shall no longer be obligated to provide any administrative services, the
Registration Rights Agreement entered into in January 1996 between Volt and the
Company shall be terminated, and the Standard Industrial Commercial
Single-Tenant Lease-Net between Volt Realty Two, Inc. and the Company shall be
terminated and replaced by a new Lease in the form annexed hereto as Exhibit A).
Very truly yours,
NUCO I, LTD.
By:
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Name:
Title:
VOLT INFORMATION SCIENCES, INC.
By:
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Name:
Title:
