EXHIBIT 10.51
April 13, 2001
PSC Inc.
PSC Scanning, Inc.
000 Xxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx Xxxxx, President and
Chief Executive Officer
Xxxxxxxxx X. XxXxxxxx, Vice President and
Corporate Counsel
Re: PSC Scanning, Inc.
Ladies and Gentlemen:
Reference is hereby made to the Securities Purchase Agreements dated July
12, 1996 (as amended, modified and supplemented, the "Securities Purchase
Agreements") by and among PSC Inc. (the "Holding Company"), PSC Scanning, Inc.
(the "Operating Company") and the institutional investors named therein.
Capitalized terms used but not defined herein shall be given the meanings
accorded to such terms in the Securities Purchase Agreements.
Attached hereto as Annex 1 is a term sheet (the "Term Sheet") setting
forth our agreement on the terms of an amendment to or amendment and restatement
of the Securities Purchase Agreements. The parties hereto agree to promptly
prepare all documentation required in connection with such amendment or
amendment and restatement. Such documentation will not contain any economic
terms with respect to principal, interest, fees or financial covenants more
restrictive terms than those set forth in the Term Sheet. The holders of the
Notes hereby waive the Events of Default waived by them pursuant to the Consent
and Waiver Under Securities Purchase Agreements dated as of March 31, 2001
pending completion of final documentation. This letter agreement shall be
superseded and replaced upon completion of documentation in connection with the
amendment or amendment and restatement of the Securities Purchase Agreements
referred to above.
By each party's signature below, each such party acknowledges that it is
duly authorized to approve the Term Sheet and agrees that the terms of the
Securities Purchase Agreements shall be deemed to be modified effective as of
the date hereof as set forth in the Term Sheet.
Please return executed counterparts of this letter agreement to Xxxxxxx X.
Xxxxxx and W. Xxxxxxxx Xxx at Xxxxxx, Xxxx & Xxxxxxx (fax no. 000-000-0000).
Very truly yours,
XXXX XXXXXXX LIFE INSURANCE COMPANY
(formerly Xxxx Xxxxxxx Mutual Life
Insurance Company)
By: _________________________
(Title)
XXXX XXXXXXX VARIABLE LIFE
INSURANCE COMPANY
By: _________________________
(Title)
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Delaware Lincoln Investment
Advisers, a series of Delaware
Management Business Trust,
Attorney-in-Fact
By: ___________________
(Title)
LINCOLN NATIONAL INCOME FUND,
INC.
By: _________________________
(Title)
SECURITY-CONNECTICUT LIFE
INSURANCE COMPANY
By: _________________________
(Title)
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: _________________________
(Title)
ACKNOWLEDGED AND AGREED
PSC INC.
By: __________________________
PSC SCANNING, INC.
By: __________________________
PSC AUTOMATION, INC.
By: __________________________
INSTAREAD CORPORATION
By: __________________________
PERCON INCORPORATED
By: __________________________
