Promissory Note
QMS, Inc.
Minolta Co., Ltd.
Exhibit 10(x)(v)
PROMISSORY NOTE
QMS, Inc.
November 10, 1999
U.S. $15,000,000
Lender: Minolta Co., Ltd.
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").
Each of Lender and Borrower agrees to negotiate in good faith and use reasonable
commercial efforts to complete and execute the Second Loan Agreement on or prior
to December 10, 1999, which shall include the following summary terms and any
other terms agreed between Lender and Borrower and approved by the respective
Boards of Directors:
Summary Terms
Borrower: QMS Inc., a Delaware corporation
Lender: Minolta Co., Ltd., a Japanese corporation
Amount: $15,000,000
Term: Four (4) years
Amortization: Year 1: No amortization
Year 2 - 4: Equal monthly installments ($416,600 x 35 +
$419,000 x 1)
Purpose: Working Capital
Security: Pledge of capital stock of QMS BV and QMS Australia
Interest: Thirty (30) day LIBOR + 2.50% payable monthly in arrears
Intercreditor Issues: Pari pasu with secured working capital facility which
facility shall be on terms reasonably acceptable to
Minolta
Change of Control: Mandatory prepayment upon change of the control of
Borrower (other than Minolta)
Closing: November 10, 1999 upon approval of Lender's Board of
Directors
In case Lender and Borrower shall not execute the Second Loan Agreement by the
end of December 10, 1999 (Japan time), the outstanding principal and all
interest thereon and all other amounts payable under this Note shall become and
be forthwith due and payable without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower.
The Second Loan Agreement and this Promissory Note shall be governed by, and
shall be construed and enforced in accordance with, the laws of the State of New
York.
Promissory Note
QMS, Inc.
Minolta Co., Ltd.
The Borrower promises to pay all costs and expenses, including reasonable
attorney's fees and disbursements incurred in the collection and enforcement of
this Promissory Note or any appeal of a judgment rendered thereon all in
accordance with the provisions of the Second Loan Agreement. Time is of the
essence in respect of this Promissory Note. The Borrower hereby waives
diligence, presentment, protest, demand and notice of every kind except as
required pursuant to the Second Loan Agreement and to the full extent permitted
by law the right to plead any statute of limitations as a defense to any demands
hereunder.
IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be executed
and delivered by its duly authorized officer, as of the day and year first above
written.
QMS, Inc.
By: /s/ Edward E. Lucente
---------------------
Name: Edward E. Lucente
Title: President & CEO
QMS, Inc.