0001047469-99-024136 Sample Contracts

Loan Agreement Minolta Co., Ltd. QMS, Inc. LOAN AGREEMENT by and between
Loan Agreement • June 14th, 1999 • QMS Inc • Computer peripheral equipment, nec • New York
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QMS, INC. ONE MAGNUM PASS, MOBILE, ALABAMA 36618 June 14, 1999
Stock 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

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