Letter Agreement Regarding Amendment to Credit Agreement Among PSC Scanning, Inc., PSC Inc., and Lenders (April 13, 2001)

Summary

This agreement, dated April 13, 2001, is between PSC Scanning, Inc., PSC Inc., several affiliated companies, and a group of lenders including Fleet National Bank, Citizens Bank of Massachusetts, HSBC Bank USA, Key Bank, The Chase Manhattan Bank, and M&T Bank. It outlines the parties' intent to amend or restate an existing credit agreement, with key terms detailed in an attached term sheet. The lenders also agree to waive certain specified defaults. The agreement will be replaced by formal documentation once prepared and executed.

EX-10.39 6 dex1039.txt LETTER AGREEMENT DATED APRIL 13 EXHIBIT 10.39 April 13, 2001 PSC, Inc. PSC Scanning, Inc. 675 Basket Road Webster, New York ###-###-#### Attention: Edward Borey, President and Chief Executive Officer Elizabeth J. McDonald, 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 This letter agreement shall be superceded and replaced upon completion of documentation in connection with the amendment or amendment and restatement to the Credit Agreement referred to above.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 Rick Hyman at Mayer, Brown & Platt (fax no. 212 ###-###-####). 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: -------------------------