EXHIBIT 10.39
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 Credit Agreement dated as of July 12,
1996 (as amended, the "Credit Agreement") by and among PSC Scanning, Inc. ("PSC
Scanning"), PSC Inc., as guarantor ("PSC"), the lenders party thereto (the
"Lenders") and Fleet Bank, N.A. as administrative agent (the "Administrative
Agent"). Capitalized terms used but not defined herein shall be given the
meanings accorded to such terms in the Credit Agreement.
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 Credit Agreement. The parties hereto agree to promptly prepare and
execute 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 than those set forth in the Term Sheet. The Lenders and the
Administrative Agent hereby waive the Specified Events of Default (as defined in
the Waiver dated as of April 1, 2001). This letter agreement shall be
superceded and replaced upon completion of documentation in connection with the
amendment or amendment and restatement to the Credit Agreement referred to
above.
By each parties' signature below, each such party acknowledges that it
is duly authorized to approve the Term Sheet and agrees that the terms of the
Credit Agreement 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 Xxxx
Xxxxx at Xxxxx, Xxxxx & Xxxxx (fax no. 000-000-0000).
Very truly yours,
FLEET NATIONAL BANK, as Administrative Agent,
Issuing Bank and Lender
By:________________________________________
CITIZENS BANK OF MASSACHUSETTS, as a Lender
By:________________________________________
HSBC BANK USA, as a Lender
By:________________________________________
KEY BANK, as a Lender
By:________________________________________
THE CHASE MANHATTAN BANK, as a Lender
By:________________________________________
M&T BANK, as a Lender
By:________________________________________
ACKNOWLEDGED AND AGREED
PSC INC.
By:_________________
PSC SCANNING, INC.
By:_________________
PSC AUTOMATION, INC.
By:_________________
INSTAREAD CORPORATION
By:_________________
PERCON INCORPORATED
By:_________________
PSC BELGIUM, INC.
By:_________________
