[LETTERHEAD OF XXXXXX BANK APPEARS HERE]
Exhibit 10(j)(ii)
March 20, 2000
QMS, Inc.
One Magnum Pass
Mobile, Alabama 36618
Re: QMS, Inc. (the "Company")/Lease
Gentlemen:
You have informed us that the Company is currently in default of its
February 18, 1997 Lease Agreement with INK (AL) QRS 12-21, Inc. We understand
that this Lease is for the Company's use of its principal offices in Mobile.
The Lease is in default as a result of the Company's failure to comply as of
September 30, 1999 with the Lease's requirements in its Section 33 (Exhibit G)
with respect to the Consolidated Fixed Charge Coverage Ratio, Consolidated Net
Worth, Current Ratio and Debt to Equity Ratio. We will refer to this default as
"Lease Default."
As you know, the terms of the Company's credit arrangements with us are
governed by its August 19, 1999 Credit Agreement with us (which Credit Agreement
as previously amended, we will for reasons of convenience refer to in this
letter as the "Credit Agreement"). If the Company is in default of the Lease,
it is also (by virtue of Section 9.1(f) of the Credit Agreement) in default of
the Credit Agreement. You have requested that we waive the Event of Default
which arises under the Credit Agreement by virtue of the Company's default under
the Lease.
Accordingly, in response to the Company's request, we hereby waive the
Event of Default which arises under clause (i) of Section 9.1(f) of the Credit
Agreement by virtue of the Lease Default if and so long as:
(a) the Company keeps rent current on the Lease;
QMS Inc.
March 20, 2000
Page 2
(b) the landlord under the Lease takes no action to enforce any of its
rights and remedies under the Lease in respect of the Lease Default,
including without limitation its rights to evict the Company, accelerate
repayment of the rent and levy and distrant for unpaid rent, or in the
event the landlord takes any such action, the default under the Lease
giving rise to that action is cured within five days to the same extent as
if it had never occurred (with the enforcement action halted and the Lease
continuing on in the normal course); and
(c) Xxxxxxx agrees with the Company to provide the Company the funds
necessary to cure any default under the Lease or to buy the leased
premises.
Except as specifically waived hereby, all of the terms and conditions of
the Credit Agreement shall stand and remain unchanged and in full force and
effect. We are not, for example, waiving any other noncompliance with the
Lease.
Very truly yours,
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx Xxxxxxxxxxxx, Xx.
---------------------------------
Its Vice President
