Consent and Waiver to Credit Agreement
As of June 30, 1999
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 Contract between PSC and Xxxxxxx X.
Xxxxxxx dated June __, 1999 annexed hereto as Exhibit A (the "Contract")
providing for the sale (the "Sale") of certain real estate partially in
consideration for cash and partially in consideration for termination of a
certain lease agreement (the "Lease Agreement").
All definitions contained in the Credit Agreement 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 Sale in
partial consideration for cash and partial consideration for termination of the
Lease Agreement pursuant to the Contract, (2) waive the right to deem the Sale
or the non-cash consideration for the Sale pursuant to the Contract to be a
violation of Section 5.02(e) of the Credit Agreement or a Default or Event of
Default under the Credit Agreement, and (3) waive the right to require that
portion of the consideration for the Sale which is in cash to be applied as a
prepayment pursuant to Section 2.06(b)(ii).
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 all of the 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 NATIONAL BANK, as Initial FLEET NATIONAL BANK, as
Issuing Bank Administrative Agent
By: By:
Title: Title:
FLEET NATIONAL BANK FIRST UNION NATIONAL BANK
By: By:
Title: Title:
MANUFACTURERS & TRADERS KEY BANK NATIONAL
TRUST COMPANY ASSOCIATION
By: By:
Title: Title:
THE CHASE MANHATTAN BANK
By:
Title:
