ARTICLE 1 DEFINITIONSShare Purchase Agreement • June 21st, 1999 • QMS Inc • Computer peripheral equipment, nec • Georgia
Loan Agreement Minolta Co., Ltd. QMS, Inc. LOAN AGREEMENT by and betweenLoan Agreement • June 14th, 1999 • QMS Inc • Computer peripheral equipment, nec • New York
PROMISSORY NOTE QMS, Inc.Promissory Note • November 15th, 1999 • QMS Inc • Computer peripheral equipment, nec
For value received, the undersigned, QMS, Inc., a Delaware corporation (the "Borrower"), promises to pay to the order of the Lender set forth above (the "Lender"), the principal sum of FIFTEEN MILLION UNITED STATES DOLLARS (US $15,000,000) plus interest payable at such times, and in such amounts, to be specified in the Loan Agreement to be executed by and between Lender and Borrower by December 10, 1999 (including all annexes, exhibits and schedules thereto and as the same may be amended, restated, modified or supplemented from time to time, the "Second Loan Agreement").
LOGO OF FOOTHILL CAPITAL CORPORATION APPEARS HERE] LOAN AND SECURITY AGREEMENT BY AND BETWEENLoan and Security Agreement • November 21st, 1995 • QMS Inc • Computer peripheral equipment, nec • California
W I T N E S S E T H : - - - - - - - - - -Trust Agreement • November 15th, 1999 • QMS Inc • Computer peripheral equipment, nec
EXHIBIT 3 PLEDGE AND SECURITY AGREEMENT ----------------------------- THIS PLEDGE AND SECURITY AGREEMENT (the "Agreement"), given as of this 16th day of October 1995, by Jalak Investments B.V. i.o., a corporation organized or to be organized under the...Pledge and Security Agreement • October 31st, 1995 • QMS Inc • Computer peripheral equipment, nec • Georgia
WITNESSETH ----------Lease Amendment • November 15th, 1999 • QMS Inc • Computer peripheral equipment, nec
EXHIBIT 10(j) Credit Agreement Dated as of August 19, 1999Credit Agreement • November 15th, 1999 • QMS Inc • Computer peripheral equipment, nec • Illinois
WITNESSETH: ----------Share Purchase Agreement • October 31st, 1995 • QMS Inc • Computer peripheral equipment, nec • Georgia
AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT QMS, INC.Loan and Security Agreement • December 18th, 1998 • QMS Inc • Computer peripheral equipment, nec
WAIVER AGREEMENTWaiver Agreement • December 18th, 1998 • QMS Inc • Computer peripheral equipment, nec
AMENDMENT NUMBER SEVEN TO LOAN AND SECURITY AGREEMENT QMS, INC.Loan and Security Agreement • December 18th, 1998 • QMS Inc • Computer peripheral equipment, nec
TRUST AGREEMENT THIS TRUST AGREEMENT, made and entered into as of this _______ day of _____________________, 2000, by and between Minolta-QMS, Inc., a Delaware corporation (the "Company") and Wachovia Bank, N.A. (the "Trustee"). WITNESSETH THAT:...Trust Agreement • August 14th, 2000 • Minolta QMS Inc • Computer peripheral equipment, nec • Alabama
Exhibit 10(s)(i) ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of September 30, 1995, by and between QMS, Inc., a Delaware corporation ("QMS"), QMS Japan Kabushiki Kaisha, a corporation formed under the...Asset Purchase Agreement • December 21st, 1995 • QMS Inc • Computer peripheral equipment, nec • Georgia
QMS, INC. ---------Master Distributor Agreement • October 31st, 1995 • QMS Inc • Computer peripheral equipment, nec • Georgia
EXHIBIT 10(h)(i) EXECUTIVE SERVICES AGREEMENT THIS EXECUTIVE SERVICES AGREEMENT (the "Agreement"), made effective January 5, 1998, by and between QMS, Inc., a Delaware corporation, and Edward E. Lucente ("Lucente" ), an individual presently residing...Executive Services Agreement • February 13th, 1998 • QMS Inc • Computer peripheral equipment, nec • Alabama
TORights Agreement • June 21st, 1999 • QMS Inc • Computer peripheral equipment, nec
EXHIBIT 10(h)(ii) EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this "Agreement") entered into as of January 5, 1998, by and between QMS, INC. (the "Company"), a corporation organized under the laws of the State of Delaware, and EDWARD E. LUCENTE (the...Executive Agreement • February 13th, 1998 • QMS Inc • Computer peripheral equipment, nec • Alabama
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 21st, 1999 • QMS Inc • Computer peripheral equipment, nec • Delaware
March 20, 2000Lease Agreement • March 29th, 2000 • QMS Inc • Computer peripheral equipment, nec • Alabama
AGREEMENT ---------Employment Agreement • December 19th, 1997 • QMS Inc • Computer peripheral equipment, nec • Alabama
EXHIBIT 6 TRADEMARK AND TRADE NAME LICENSE AGREEMENT ------------------------------------------ THIS TRADEMARK AND TRADE NAME LICENSE AGREEMENT (the "Agreement") is made as of October 16th, 1995, by and between QMS, INC., a Delaware corporation...Trademark and Trade Name License Agreement • October 31st, 1995 • QMS Inc • Computer peripheral equipment, nec • Georgia
QMS, INC. - GENICOM CORPORATION STRATEGIC PARTNER AGREEMENT This Agreement is made as of this 7th day of October, 1997, by and --- between QMS, Inc., a Delaware corporation having its principal place of business at One Magnum Pass, Mobile, Alabama...Strategic Partner Agreement • December 19th, 1997 • QMS Inc • Computer peripheral equipment, nec • North Carolina
W I T N E S S E T H : - - - - - - - - - -Executive Services Agreement • November 15th, 1999 • QMS Inc • Computer peripheral equipment, nec
Exhibit 10(f) EXECUTIVE SERVICES AGREEMENT THIS EXECUTIVE SERVICES AGREEMENT (the "Agreement"), effective as of August 1, 1999, by and between QMS, Inc., a Delaware corporation, and EDWARD E. LUCENTE ("Lucente"), an individual. QMS and Lucente are...Executive Services Agreement • November 15th, 1999 • QMS Inc • Computer peripheral equipment, nec • Alabama
QMS, INC. andLoan Agreement • June 21st, 1999 • QMS Inc • Computer peripheral equipment, nec • New York
EXHIBIT 10(j)(i) March 2, 2000Credit Agreement • March 29th, 2000 • QMS Inc • Computer peripheral equipment, nec
We refer to that certain Credit Agreement dated as of August 19, 1999 currently in effect between you and us (the "Credit Agreement"). Terms used herein without definition shall have the same meaning herein as such terms have in the Credit Agreement.
AGREEMENT ---------Settlement Agreement • November 15th, 1999 • QMS Inc • Computer peripheral equipment, nec
EXHIBIT 10(i) INTERNATIONAL TECHNICAL SUPPORT AGREEMENT BETWEEN INTERNATIONAL BUSINESS MACHINES CORPORATION AND QMS, INC. Agreement Number: 99SBD155 IBM International Technical Support Agreement Table of Contents PART 1- GENERAL 1.0 - Scope of Work...International Technical Support Agreement • March 29th, 2000 • QMS Inc • Computer peripheral equipment, nec • New York
May 5, 1997 Foothill. QMS, Inc. One Magnum Pass Mobile, Alabama 26618 Attention: Richard Wiggins, CFO Gentlemen: Reference is hereby made to that certain Loan And Security Agreement, (as amended and supplemented, the "Agreement") dated as of November...Loan and Security Agreement • May 9th, 1997 • QMS Inc • Computer peripheral equipment, nec
Reference is hereby made to that certain Loan And Security Agreement, (as amended and supplemented, the "Agreement") dated as of November 7, 1995 by and between Foothill Capital Corporation ("Foothill") and QMS, Inc. ("Borrower"). Terms defined in the Agreement which are used herein shall have the same meanings as set forth in the Agreement, unless otherwise specified.
QMS, INC. ONE MAGNUM PASS, MOBILE, ALABAMA 36618 June 14, 1999Stock Purchase Agreement • June 14th, 1999 • QMS Inc • Computer peripheral equipment, nec
On behalf of the Board of Directors (the "Board") of QMS, Inc., a Delaware corporation (the "Company"), we are pleased to inform you that on June 7, 1999, the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Minolta Co., Ltd., a Japanese corporation ("Parent"), and its wholly-owned subsidiary, Minolta Investments Company, a Delaware corporation ("Purchaser"), pursuant to which Purchaser today has commenced a cash tender offer (the "Offer") to purchase 5,440,000 outstanding shares of the Company's common stock, par value $0.01 per share (the "Common Stock") and the associated rights to purchase shares of the Series A Participating Preferred Stock of the Company (the "Rights" and, together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, dated as of March 8, 1999, by and between the Company and South Alabama Trust Company, Inc., as Rights Agent, at a price of $6.25 per Share, net to the seller in cash, without interest. Th
