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.
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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 This letter agreement shall be superceded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:
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CITIZENS BANK OF MASSACHUSETTS, as a Lender
By:
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HSBC BANK USA, as a Lender
By:
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KEY BANK, as a Lender
By:
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THE CHASE MANHATTAN BANK, as a Lender
By:
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M&T BANK, as a Lender
By:
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ACKNOWLEDGED AND AGREED
PSC INC.
By:
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PSC SCANNING, INC.
By:
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PSC AUTOMATION, INC.
By:
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INSTAREAD CORPORATION
By:
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PERCON INCORPORATED
By:
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PSC BELGIUM, INC.
By:
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