Variance to Credit Agreement
This Variance is dated as of October 28, 1999 and is made in respect of
the Credit Agreement dated as of July 12, 1996 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 the successor by merger to PSC Acquisition, Inc., (the "Borrower"), PSC
Inc. ("PSC"), the financial institutions party to the Credit Agreement (the
"Lender Parties"), Fleet National Bank (formerly known as Fleet Bank) as the
"Initial Issuing Bank", and Fleet National Bank, as administrative agent (the
"Administrative Agent") under the Credit Agreement. All terms defined in the
Credit Agreement are used herein with the same meanings.
Statement of the Premises
The Borrower's Total Debt Ratio, determined according to the financial
statements of Borrower for the quarterly period ending October 1, 1999, has
improved from "Level III" to "Level IV" as described under the Applicable
Margin. The Borrower has requested that the corresponding change in the
Applicable Margin become effective as soon as possible rather than at the end of
the current Interest Period, as provided in the Credit Agreement, and the Lender
Parties are willing to grant such variance in this specific instance.
Statement of Consideration
Accordingly, in consideration of the premises, and under the authority
of Section 5-1103 of the New York General Obligations Law, the parties hereto
agree as follows.
Agreement
1. Variance. Effective on the date on which the Administrative Agent shall have
received all signatures to this Variance by all Lender Parties, PSC and the
Borrower, the Applicable Margin shall be deemed to be at Level IV. Immediately
upon receiving all such signatures, the Administrative Agent shall execute this
Variance and shall notify all parties to the Credit Agreement in writing of such
effective date.
2. Effect on the Credit Agreement. Except as specifically varied above, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed. No obligation to make any similar variance in the future is
expressed or implied.
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3. Expenses. The Borrower shall pay promptly when billed all reasonable
out-of-pocket expenses of each of the Lender Parties and the Administrative
Agent (including, but not limited to, reasonable fees, charges and disbursements
of counsel to each of the Lender Parties and the Administrative Agent) incident
to this Variance.
4. Execution in Counterparts. This Variance 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 agreement, 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 Variance by telecopier shall be
effective as delivery of a manually executed counterpart of this Variance.
IN WITNESS WHEREOF, the parties hereto have caused a counterpart of
this Variance to be executed and delivered by their respective representatives
thereunto duly authorized, as of the date first above written.
PSC Inc. PSC Scanning, Inc.
By: By:
Title: Vice President, Chief Financial Title: Vice President and Chief
Officer & Treasurer Financial Officer
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:
The Chase Manhattan Bank Key Bank National Association
By: By:
Title: Title:
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Manufacturers & Traders Trust Company
By:
Title:
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