EXHIBIT 10.34
COMMITMENT REDUCTION LETTER
Exhibit 10.34
Commitment Reduction Letter
May 16, 2003
To the Lenders under the Credit Agreement dated as of November 9, 2001 by and
among Imagistics International Inc. (the "Borrower"), the Lenders party thereto,
and Fleet Capital Corporation, as Administrative Agent (the "Agent"), as amended
by that certain First Amendment Agreement dated as of March 19, 2002, that
certain Second Amendment Agreement dated as of July 19, 2002 and that certain
Third Amendment Agreement dated as of March 5, 2003 (as amended, the "Credit
Agreement"):
Ladies and Gentlemen:
This letter constitutes notice from the Borrower that the Borrower
elects to reduce the aggregate amount of the Revolving Commitments from
$125,000,000 to $95,000,000. The Borrower requests that, by their agreement to
this Commitment Reduction Letter, each of the Lenders (i) waive the requirements
of Section 4.05 of the Credit Agreement with respect to the giving of prior
notice of such reduction of the Revolving Commitments, and (ii) waive the
requirements of Sections 2.04(b) and 4.02 of the Credit Agreement that such
reduction of the Revolving Commitments be applied pro rata to the respective
Revolving Commitments of the Lenders, so as to permit the entire amount of such
$30,000,000 reduction of the Revolving Commitments to be applied to reduce the
Revolving Commitments of each of IBM Credit Corporation and Mizuho Corporate
Bank, Ltd. (successor in interest to The Industrial Bank of Japan, Limited) to
$0.00. Schedule A attached hereto sets forth the Revolving Commitments of each
of the Lenders after giving effect to the reduction of Revolving Commitments of
IBM Credit Corporation and Mizuho Corporate Bank, Ltd. provided for herein. On
the date hereof, the Borrower shall have paid to the Agent, for the account of
the Revolving Lenders, all of the commitment fees due pursuant to Section 2.05
of the Credit Agreement that shall have accrued and not yet been paid prior to
the date hereof, and the Agent, upon receipt of such commitment fees, shall pay
the amounts payable to each Revolving Lender on such Revolving Lender's
Unutilized R/C Commitment with respect to such commitment fees (the "Accrued
Commitment Fees"). Capitalized terms used herein but not defined herein have the
meanings given to such terms in the Credit Agreement.
The reduction of the Revolving Commitments and the waivers provided for
in this letter shall take effect upon the satisfaction of all of the conditions
precedent set forth in that certain Master Assignment and Acceptance Agreement
(the "Assignment Agreement") dated as of the date hereof with respect to the
Credit Agreement, the execution of this letter by all of the Lenders (after
giving effect to the assignments set forth in the Assignment Agreement) and the
payments of the Accrued Commitment Fees as provided for herein. Please sign
below to confirm your agreement to the foregoing.
[Signature pages follow.]
Very truly yours,
IMAGISTICS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxxxx
Its Chief Financial Officer
[Imagistics Commitment Reduction Letter]
Agreed to:
FLEET CAPITAL CORPORATION,
as Administrative Agent and as a Lender
By: /s/ Xxxxx Xxxxxxx
---------------------
Xxxxx Xxxxxxx
Its Senior Vice President
[Imagistics Commitment Reduction Letter]
XXXXXXX XXXXX CAPITAL CORPORATION,
as a Lender
By: /s/ Xxxxxxx X'Xxxxx
-------------------
Its Vice President
[Imagistics Commitment Reduction Letter]
JPMORGAN CHASE BANK,
as a Lender
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Its Vice President
[Imagistics Commitment Reduction Letter]
MIZUHO CORPORATE BANK, LTD. (successor in
interest to The Industrial Bank of Japan, Limited),
as a Lender
By: /s/ Xxxxxxx Xxxxxxx
-------------------
Its Senior Vice President
[Imagistics Commitment Reduction Letter]
IBM CREDIT CORPORATION,
as a Lender
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Its Manager Global Special Handling
[Imagistics Commitment Reduction Letter]
PEOPLE'S BANK,
as a Lender
By: /s/ Xxxxx Xxxxxxxx
------------------
Its Vice President
[Imagistics Commitment Reduction Letter]
BANK LEUMI, USA,
as a Lender
By: /s/ Xxxx Xxxx
-------------
Its Vice President
By: /s/ Xxxxx Xxxxxxxx
------------------
Its Banking Officer
[Imagistics Commitment Reduction Letter]
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxxxx Xxxxxx
-----------------
Its Vice President
[Imagistics Commitment Reduction Letter]
CITIZENS BANK OF MASSACHUSETTS,
as a Lender
By: /s/ Xxxxx Xxxx
--------------
Its Vice President
[Imagistics Commitment Reduction Letter]
Schedule A
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INSTITUTION REVOLVING
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COMMITMENTS
-----------
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Xxxxxxx Xxxxx Capital Corporation 17,500,000
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Fleet Capital Corporation 25,000,000
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JPMorgan Chase Bank 15,000,000
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U.S. Bank National Association 15,000,000
------------------------------------------- ----------------
People's Bank 7,500,000
------------------------------------------- ----------------
Bank Leumi, USA 5,000,000
------------------------------------------- ----------------
Citizens Bank of Massachusetts 10,000,000
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Total 95,000,000
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