Letter Agreement Regarding Amendment to Securities Purchase Agreements between PSC Inc., PSC Scanning, Inc., and Institutional Investors (April 13, 2001)

Summary

This letter agreement, dated April 13, 2001, is between PSC Inc., PSC Scanning, Inc., related PSC entities, and several institutional investors. It outlines the parties' agreement to amend or restate existing Securities Purchase Agreements, with the key terms summarized in an attached term sheet. The parties agree to promptly prepare the necessary documentation, ensuring no stricter economic terms than those in the term sheet. The agreement temporarily waives certain defaults until the final documents are completed and will be replaced by the finalized amendment or restatement.

EX-10.51 9 dex1051.txt LETTER AGREEMENT DATED APRIL 13 EXHIBIT 10.51 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 Securities Purchase Agreements dated July 12, 1996 (as amended, modified and supplemented, the "Securities Purchase Agreements") by and among PSC Inc. (the "Holding Company"), PSC Scanning, Inc. (the "Operating Company") and the institutional investors named therein. Capitalized terms used but not defined herein shall be given the meanings accorded to such terms in the Securities Purchase Agreements. 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 Securities Purchase Agreements. The parties hereto agree to promptly prepare 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 terms than those set forth in the Term Sheet. The holders of the Notes hereby waive the Events of Default waived by them pursuant to the Consent and Waiver Under Securities Purchase Agreements dated as of March 31, 2001 pending completion of final documentation. This letter agreement shall be superseded and replaced upon completion of documentation in connection with the amendment or amendment and restatement of the Securities Purchase Agreements referred to above. By each party's signature below, each such party acknowledges that it is duly authorized to approve the Term Sheet and agrees that the terms of the Securities Purchase Agreements 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 Charles L. Glerum and W. Brewster Lee at Choate, Hall & Stewart (fax no. 617 ###-###-####). Very truly yours, JOHN HANCOCK LIFE INSURANCE COMPANY (formerly John Hancock Mutual Life Insurance Company) By: _________________________ (Title) JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY By: _________________________ (Title) THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Delaware Lincoln Investment Advisers, a series of Delaware Management Business Trust, Attorney-in-Fact By: ___________________ (Title) LINCOLN NATIONAL INCOME FUND, INC. By: _________________________ (Title) SECURITY-CONNECTICUT LIFE INSURANCE COMPANY By: _________________________ (Title) THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES By: _________________________ (Title) ACKNOWLEDGED AND AGREED PSC INC. By: __________________________ PSC SCANNING, INC. By: __________________________ PSC AUTOMATION, INC. By: __________________________ INSTAREAD CORPORATION By: __________________________ PERCON INCORPORATED By: __________________________