Steinway Musical Instruments Inc Sample Contracts

STOCK PURCHASE AGREEMENT dated as of July 20, 2000 by and between STEINWAY MUSICAL INSTRUMENTS, INC.
Stock Purchase Agreement • July 27th, 2000 • Steinway Musical Instruments Inc • Musical instruments • Indiana
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Exhibit 4.2 SUPPLEMENTAL INDENTURE This SUPPLEMENTAL INDENTURE is dated as of September __, 2000 by and among United Musical Instruments Holdings, Inc., a Delaware corporation, United Musical Instruments USA, Inc., an Indiana corporation (each a "NEW...
Supplemental Indenture • September 29th, 2000 • Steinway Musical Instruments Inc • Musical instruments • New York
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STEINWAY MUSICAL INSTRUMENTS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of September 26, 2011
Rights Agreement • September 27th, 2011 • Steinway Musical Instruments Inc • Musical instruments • Delaware

Rights Agreement, dated as of September 26, 2011, between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

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STEINWAY MUSICAL INSTRUMENTS, INC.
Indenture • February 27th, 2006 • Steinway Musical Instruments Inc • Musical instruments • New York

INDENTURE, dated as of February 23, 2006, among Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

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Exhibit 10.1 PARTNERSHIP INTEREST PURCHASE AGREEMENT PARTNERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of March 23, 1999, by and between NI REPROMA INC. ("MP") and MANHATTAN 57TH STREET ASSOCIATES ("NP"), collectively, as seller...
Partnership Interest Purchase Agreement • April 13th, 1999 • Steinway Musical Instruments Inc • Musical instruments • New York
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CONN-SELMER, INC. and STEINWAY, INC., as Borrowers LOAN AND SECURITY AGREEMENT Dated as of October 5, 2010 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as Administrative Agent, Sole Bookrunner, Co-Lead Arranger and...
Loan and Security Agreement • October 8th, 2010 • Steinway Musical Instruments Inc • Musical instruments • Massachusetts

THIS LOAN AND SECURITY AGREEMENT is dated as of October 5, 2010, among CONN-SELMER, INC., a Delaware corporation (“Conn-Selmer”), and STEINWAY, INC., a Delaware corporation (“Steinway” and together with Conn-Selmer, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2011 • Steinway Musical Instruments Inc • Musical instruments • Indiana

This Employment Agreement (this “Agreement”) is entered into as of the 20th day of December, 2011, by and between Conn-Selmer, Inc., a Delaware corporation (the “Company”), and John M. Stoner, Jr. (the “Executive”).

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AGREEMENT AND PLAN OF MERGER By and Among PIANISSIMO HOLDINGS CORP., PIANISSIMO ACQUISITION CORP. And STEINWAY MUSICAL INSTRUMENTS, INC. Dated as of August 14, 2013
Merger Agreement • August 14th, 2013 • Steinway Musical Instruments Inc • Musical instruments • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of August 14, 2013 (this “Agreement”), is made by and among Pianissimo Holdings Corp., a Delaware corporation (“Parent”), Pianissimo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”).

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65535RT65535CLE I DEMISE; TERM
Master Lease Agreement • April 13th, 1999 • Steinway Musical Instruments Inc • Musical instruments
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EMPLOYMENT AGREEMENT
Employment Agreement • August 31st, 2007 • Steinway Musical Instruments Inc • Musical instruments • New York

This Employment Agreement (this “Agreement”) is entered into as of the 29th day of August, 2007, by and between Steinway, Inc., a Delaware corporation d/b/a Steinway & Sons (the “Company”), and Ronald Losby (the “Executive”).

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Agreement STEINWAY & SONS WITH LOCAL 81102, F.W. JANUARY 1, 2013
Collective Bargaining Agreement • March 14th, 2013 • Steinway Musical Instruments Inc • Musical instruments

WHEREAS, it is the intent and desire of both the Company and the Union to cooperate with each other in the administration of the provisions of this Agreement in order to achieve more stable and desirable conditions of employment for the employees covered hereby and more harmonious and profitable operations for the Company;

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65535RT65535CLE I DEMISE; TERM
Lease Agreement • April 13th, 1999 • Steinway Musical Instruments Inc • Musical instruments • New York
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Asset Purchase Agreement Dated As Of December 15, 2006 by and Between Steinway Musical Instruments, Inc. and Dennis Bamber, Inc., d/b/a The Woodwind & The Brasswind, and its Chapter 11 Estate
Asset Purchase Agreement • December 20th, 2006 • Steinway Musical Instruments Inc • Musical instruments • Indiana

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of December 15, 2006, by and between Steinway Musical Instruments, Inc., a Delaware corporation (“Purchaser”), and Dennis Bamber, Inc., d/b/a The Woodwind & The Brasswind, an Indiana corporation, and its chapter 11 estate (“Seller”), pursuant to the following terms and conditions.

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FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 18th, 2003 • Steinway Musical Instruments Inc • Musical instruments • New York

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 14, 2003 (this “Amendment”), to the Existing Credit Agreement (as hereinafter defined), by and among (i) CONN-SELMER, INC., f/k/a THE SELMER COMPANY, INC., a Delaware corporation, and the surviving corporation of the merger of United Musical Instruments USA, Inc. with and into Conn-Selmer, Inc. (“Conn-Selmer”), (ii) STEINWAY, INC., a Delaware corporation (“Steinway” and together with Conn-Selmer, the “Borrowers”), (iii) those signatories hereto and identified on Schedule I (as may be amended from time to time) as Guarantors (the “Guarantors”), (iv) the lenders (the “Lenders”) from time to time party to the Agreement (defined below) and (v) GMAC COMMERCIAL CREDIT LLC, a New York limited liability company (the “Administrative Agent”), as administrative agent for the Lenders hereunder.

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THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 7th, 2009 • Steinway Musical Instruments Inc • Musical instruments • New York

THIRD AMENDMENT AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 10, 2009 (this “Amendment”), to the Existing Credit Agreement (as hereinafter defined), by and among (i) CONN-SELMER, INC., a Delaware corporation, and (ii) STEINWAY, INC., a Delaware corporation (“Steinway” and together with Conn-Selmer, the “Borrowers”), (iii) those signatories hereto and identified on Schedule I (as may be amended from time to time) as Guarantors (the “Guarantors”), (iv) the lenders (the “Lenders”) from time to time party to the Agreement (defined below) and (v) GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (the “Administrative Agent”), as administrative agent for the Lenders hereunder.

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AGREEMENT OF JOINT FILING
Joint Filing Agreement • February 8th, 2010 • Steinway Musical Instruments Inc • Musical instruments

Pursuant to rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13G (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed is on the behalf of each of them.

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STOCK TRANSFER AGREEMENT
Stock Transfer Agreement • May 3rd, 2011 • Steinway Musical Instruments Inc • Musical instruments • Delaware

THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is entered into as of April 29, 2011, by and among ValueAct SmallCap Master Fund, L.P., a Delaware limited partnership (“ValueAct”), Samick Musical Instruments Co Ltd., a Korean corporation (“Samick” with ValueAct, each a “Purchaser” and together the “Purchasers”), Kyle R. Kirkland (“Kirkland”) and Dana D. Messina (with Kirkland, each a “Seller” and together the “Sellers”).

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GMAC COMMERCIAL CREDIT LLC - STEINWAY MUSICAL INSTRUMENTS, INC. SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT JANUARY 31, 2004
Credit Agreement • March 15th, 2004 • Steinway Musical Instruments Inc • Musical instruments • New York

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 31, 2004 (this “Amendment”), to the Existing Credit Agreement (as hereinafter defined), by and among (i) CONN-SELMER, INC., f/k/a THE SELMER COMPANY, INC., a Delaware corporation, and the surviving corporation of the merger of United Musical Instruments USA, Inc. and United Musical Instruments Holdings, Inc. with and into Conn-Selmer, Inc. (“Conn-Selmer”), (ii) STEINWAY, INC., a Delaware corporation (“Steinway” and together with Conn-Selmer, the “Borrowers”), (iii) those signatories hereto and identified on Schedule I (as may be amended from time to time) as Guarantors (the “Guarantors”), (iv) the lenders (the “Lenders”) from time to time party to the Agreement (defined below) and (v) GMAC COMMERCIAL CREDIT LLC, a New York limited liability company (the “Administrative Agent”), as administrative agent for the Lenders hereunder.

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EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • December 26th, 2012 • Steinway Musical Instruments Inc • Musical instruments

This Employment Agreement Amendment (the “Amendment”) is entered into on this 21st day of December, 2012 by and between Steinway, Inc., a Delaware Corporation (the “Company”) and Ronald Losby, (the “Executive”).

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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • July 2nd, 2013 • Steinway Musical Instruments Inc • Musical instruments • Delaware

This AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of June 30, 2013 (this “Amendment”), is between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). This Amendment amends the Rights Agreement dated as of September 26, 2011, as amended by Amendment No. 1 to Rights Agreement dated as of February 20, 2013, between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used herein but not defined shall have the meanings set forth in the Rights Agreement.

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JOINT FILING AGREEMENT
Joint Filing Agreement • February 12th, 2010 • Steinway Musical Instruments Inc • Musical instruments

The undersigned hereby acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G amendment to which this Agreement is attached as Exhibit 99.1, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

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GUARANTOR SECURITY AGREEMENT
Guarantor Security Agreement • October 8th, 2010 • Steinway Musical Instruments Inc • Musical instruments • Massachusetts

GUARANTOR SECURITY AGREEMENT, dated as of October 5, 2010 (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), made by (i) STEINWAY MUSICAL INSTRUMENTS, INC., a Delaware corporation (“SMI”), (ii) THE O.S. KELLY COMPANY, an Ohio corporation (“O.S. Kelly”), (iii) MUSIC MATTERS AFTER SCHOOL, INC., a Delaware corporation (“MMAS”), and (iv) ARKIVMUSIC, LLC, a New York limited liability company (“ArkivMusic” and, together with SMI, O.S. Kelly and MMAS, the “Grantors” and each a “Grantor”), in favor of BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) party to the Loan Agreement referred to below.

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STEINWAY MUSICAL INSTRUMENTS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT
Exhibit 21.1 • March 17th, 2008 • Steinway Musical Instruments Inc • Musical instruments
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ADDENDUM TO ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 2006 BY AND BETWEEN STEINWAY MUSICAL INSTRUMENTS, INC. AND DENNIS BAMBER, INC. D/B/A THE WOODWIND & THE BRASSWIND TO CONFORM TO AMENDMENTS MADE TO THE SMI OFFER AT THE HEARING CONDUCTED ON...
Asset Purchase Agreement • December 20th, 2006 • Steinway Musical Instruments Inc • Musical instruments

The Asset Purchase Agreement (“APA”) dated as of December 15, 2006, by and between Steinway Musical Instruments, Inc. and Dennis Bamber, Inc. d/b/a The Woodwind & The Brasswind, submitted to the Court as an Exhibit at the hearing held in this matter on December 15, 2006, is amended as follows:

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WORKING AGREEMENT between CONN-SELMER, INC. and UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA,
Working Agreement • August 12th, 2003 • Steinway Musical Instruments Inc • Musical instruments

This Agreement entered into and concluded at Elkhart, Indiana, this 31st day of March, 2003 and effective the 1st day of April, 2003 by and between Conn-Selmer, Inc., 1119 North Main Street, or its successors, hereinafter known as the Company, and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (U.A.W.), and its affiliated Local Union No. 612, hereinafter known as the Union.

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Labor Contract Agreement between Musser Division Division of Conn-Selmer, Inc. and Carpenter Local 1027 Mill-Cabinet- Industrial Division affiliate of Chicago Regional Council of Carpenters of the United Brotherhood of Carpenters and Joiners of...
Labor Contract • January 31st, 2008 • Steinway Musical Instruments Inc • Musical instruments

This Agreement, made and entered into this 19th day of November 2007, by and between Musser Division, a division of Conn-Selmer, Inc. (herein after referred to as the “Company” and/or “Employer” where appropriate), and Carpenter Local 1027 of the Chicago Regional Council of Carpenters, of the United Brotherhood of Carpenters and Joiners of America (herein after referred to as the “Union”).

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MASTER NOTE PURCHASE AND REPURCHASE AGREEMENT
Master Note Purchase and Repurchase Agreement • March 28th, 2002 • Steinway Musical Instruments Inc • Musical instruments • Rhode Island

This Master Note Purchase and Repurchase Agreement (this “Agreement”) is executed as of August 1, 2001 by The Selmer Company, Inc. with an address of 600 Industrial Parkway, Elkhart, IN 46516 (“Selmer”) and Textron Financial Corporation with an address of 701 Xenia Avenue South, Suite 300, Golden Valley, MN 55416 (“TFC”).

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A G R E E M E N T between CONN-SELMER, INC. and May 5, 2003
Collective Bargaining Agreement • August 12th, 2003 • Steinway Musical Instruments Inc • Musical instruments

THE AGREEMENT, made and entered into as of the 5th day of May, 2003 by and between CONN-SELMER, INC., whose office is located at 34199 Curtis Boulevard, Eastlake, Ohio, (hereinafter designated as the Company) and U.A.W. Local 2359 (hereinafter designated as the Union).

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT among CONN- SELMER, INC. STEINWAY, INC. BOSTON PIANO COMPANY, INC., Borrowers, Those Signatories Party Hereto and Identified on Schedule I (as may be amended from time to time), Guarantors, The Several...
Credit Agreement • October 4th, 2006 • Steinway Musical Instruments Inc • Musical instruments • New York

This Agreement is based on the following background facts which are incorporated into and made a part of this Agreement:

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NINTH AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2006 • Steinway Musical Instruments Inc • Musical instruments • New York

This NINTH AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 8, 2006 (this “Amendment”), to the Existing Credit Agreement (as hereinafter defined), by and among (i) CONN-SELMER, INC., f/k/a THE SELMER COMPANY, INC., a Delaware corporation, and the surviving corporation of the merger of United Musical Instruments USA, Inc. and United Instruments Holdings, Inc. with and into Conn-Selmer, Inc. (“Conn-Selmer”), (ii) STEINWAY, INC., a Delaware corporation (“Steinway” and together with Conn-Selmer, the “Borrowers”), (iii) those signatories hereto and identified on Schedule I (as may be amended from time to time) as Guarantors (the “Guarantors”), (iv) the lenders (the “Lenders”) from time to time party to the Existing Credit Agreement (defined below) and (v) GMAC COMMERCIAL FINANCE LLC (successor by merger to GMAC Commercial Credit, LLC), a Delaware limited liability company, as administrative agent for the Lenders hereunder (in such capacity, the “Ad

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SUCCESSION AGREEMENT
Succession Agreement • July 6th, 2011 • Steinway Musical Instruments Inc • Musical instruments • California

This Succession Agreement (this “Agreement”) is made as of July 1, 2011, between Kyle R. Kirkland and Steinway Musical Instruments, Inc., a Delaware corporation (“SMI”).

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WORKING AGREEMENT between VINCENT BACH Division of Conn-Selmer, Inc. and UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA Local No. 364
Working Agreement • August 12th, 2003 • Steinway Musical Instruments Inc • Musical instruments

This agreement entered into and concluded at Elkhart, Indiana, this 1st day of April, 2003 by and between the Vincent Bach Division of Conn-Selmer, Inc. located at 500 Industrial Parkway, Elkhart, Indiana, or its successors, hereinafter known as the Company, and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (U.A.W.) and its affiliated Local Union No. 364 (U.A.W.) hereinafter known as the Union.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 25th, 2011 • Steinway Musical Instruments Inc • Musical instruments • Massachusetts

This Employment Agreement (this “Agreement”) is entered into as of October 24, 2011, by and between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Michael T. Sweeney (the “Executive”).

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STEINWAY MUSICAL INSTRUMENTS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT
Exhibit 21.1 • March 16th, 2007 • Steinway Musical Instruments Inc • Musical instruments
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GMAC COMMERCIAL FINANCE LLC - STEINWAY MUSICAL INSTRUMENTS, INC. EIGHTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT AUGUST 11, 2004
Credit Agreement • March 31st, 2005 • Steinway Musical Instruments Inc • Musical instruments • New York

This EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 11, 2004 (this “Amendment”), to the Existing Credit Agreement (as hereinafter defined), by and among (i) CONN-SELMER, INC., f/k/a THE SELMER COMPANY, INC., a Delaware corporation, and the surviving corporation of the merger of United Musical Instruments USA, Inc. and United Musical Instruments Holdings, Inc. with and into Conn-Selmer, Inc. (“Conn-Selmer”), (ii) STEINWAY, INC., a Delaware corporation (“Steinway” and together with Conn-Selmer, the “Borrowers”), (iii) those signatories hereto and identified on Schedule I (as may be amended from time to time) as Guarantors (the “Guarantors”), (iv) the lenders (the “Lenders”) from time to time party to the Agreement (defined below) and (v) GMAC COMMERCIAL FINANCE LLC (successor by merger to GMAC Commercial Credit, LLC), a Delaware limited liability company, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”)

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