Steinway Musical Instruments Holdings, Inc. Class A Common Stock (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • May 13th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Steinway Musical Instruments Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Class A Common Stock (the “Stock”) of the Company and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between _________, a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
This Employment Agreement (this “Agreement”) is entered into as of the 1st day of May, 2011, by and between Steinway, Inc., a Delaware corporation (the “Company”), and Ronald Losby (the “Executive”).
75,000,000 ABL CREDIT AGREEMENT dated as of September 19, 2013 among PIANISSIMO ACQUISITION CORP. (to be merged with and into STEINWAY MUSICAL INSTRUMENTS, INC.), as Parent Borrower, STEINWAY, INC, CONN-SELMER, INC., as Borrowers, PIANISSIMO HOLDINGS...Abl Credit Agreement • March 17th, 2023 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
ABL CREDIT AGREEMENT (this “Agreement”) dated as of September 19, 2013, by and among PIANISSIMO ACQUISITION CORP., a Delaware corporation (“AcquisitionCo” and initially the “Initial Borrower”), which upon consummation of the Closing Date Acquisition on the Closing Date will be merged with and into STEINWAY MUSICAL INSTRUMENTS, INC., a Delaware corporation (the “Company”, with the Company being the survivor of such merger and the “Parent Borrower” hereunder), STEINWAY, INC., a Delaware corporation (“Steinway”), CONN-SELMER, INC., a Delaware corporation (“Conn-Selmer” and, together with the Parent Borrower and Steinway, each a “Borrower” and, collectively and jointly and severally, the “Borrowers”), PIANISSIMO HOLDINGS CORP., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as “Loan Party”, each lender from time to time party hereto (collectively, the “Lenders” and individually each a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, L/C Is
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • Delaware
This Employment Agreement (this “Agreement”) is entered into as of the 16th day of May, 2008, by and between ArkivMusic, LLC, a New York limited liability company (the “Company”), and Eric Feidner (the “Executive”).
Agreement relating to a Borrowing Base Facility between Steinway & Sons, New York, Hamburg Branch Rondenbarg 10 22525 Hamburg - hereinafter referred to as the “Borrower” and, together with the Co-Borrowers, the “Borrowers” - And Commerzbank...Agreement • May 13th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments
The Borrowing Base Providers and the Bank enter into the following borrowing base facility agreement (hereinafter referred to as the “Agreement”). A Borrowing Base facility is a special type of working capital finance where the maximum amount available for drawdown is directly dependent on the periodically determined value of the current assets and — in this specific case — certain fixed assets serving as collateral, in particular inventory and trade receivables (the “Borrowing Base”).
FIRST AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • March 17th, 2023 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
FIRST AMENDMENT, dated as of October 31, 2017 (this “First Amendment”), to the Credit Agreement (as defined below), is entered into between Steinway Musical Instruments, Inc., a Delaware corporation (the “Parent Borrower”), Steinway, Inc., a Delaware corporation (“Steinway”), Conn-Selmer, Inc., a Delaware corporation (“Conn-Selmer” and, together with the Parent Borrower and Steinway, each a “Borrower” and, collectively and jointly and severally, the “Borrowers”), Pianissimo Holdings Corp., a Delaware corporation (“Holdings”), each Lender party hereto and the Administrative Agent (as defined below) and amends the ABL Credit Agreement dated as of September 19, 2013 (the “Credit Agreement”; the Credit Agreement as amended by this First Amendment and as further amended, restated, modified and supplemented from time to time, the “Amended Credit Agreement”), among the Borrowers, the other Persons party thereto that are designated as “Loan Party”, each Lender from time to time party thereto,
Agreement relating to an instalment loan with reference interest rate Between Steinway & Sons, New York, Hamburg Branch. Rondenbarg 10 22525 Hamburg hereinafter referred to as the “Borrower” and Commerzbank Aktiengesellschaft Kaiserstrasse 16 60311...Agreement • May 13th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments
GUARANTY dated as of September 19, 2013 among PIANISSIMO HOLDINGS CORP., PIANISSIMO ACQUISITION CORP., STEINWAY MUSICAL INSTRUMENTS, INC. STEINWAY, INC, CONN-SELMER, INC. THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA,...Guaranty • March 17th, 2023 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
GUARANTY dated as of September 19, 2013 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”) among PIANISSIMO HOLDINGS CORP., PIANISSIMO ACQUISITION CORP., STEINWAY MUSICAL INSTRUMENTS, INC., STEINWAY, INC., CONN-SELMER, INC., the SUBSIDIARY GUARANTORS from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent for the benefit of the Secured Parties referred to herein.
STOCKHOLDERS AGREEMENT BY AND AMONG STEINWAY MUSICAL INSTRUMENTS HOLDINGS, INC. AND THE PAULSON STOCKHOLDERSStockholders Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • Delaware
This Stockholders Agreement (this “Agreement”) is entered into as of [ ⚫ ], 2022 by and among (a) Steinway Musical Instruments Holdings, Inc., a Delaware corporation (the “Company”) and (b) John Paulson, Paulson Advantage Master Ltd. and Paulson Advantage Plus Master Ltd. (collectively, “Paulson”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG STEINWAY MUSICAL INSTRUMENTS HOLDINGS, INC. AND THE INITIAL STOCKHOLDERSRegistration Rights Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into as of [ • ], 2022 by and among (a) Steinway Musical Instruments Holdings, Inc., a Delaware corporation (the “Company”), (b) John Paulson, Paulson Advantage Master Ltd. and Paulson Advantage Plus Master Ltd. (collectively, “Paulson”) and (c) each of the individual stockholders who are set forth on the signature pages hereto (each individually, a “Management Stockholder,” collectively, the “Management Stockholders”).
April 13, 2022 Benjamin SteinerLetter Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
First addendum to the Agreement relating to a Borrowing Base FacilitySteinway Musical Instruments Holdings, Inc. • March 17th, 2023 • Musical instruments
The Borrowing Base Providers and the Bank have entered into a borrowing base facility agreement (hereinafter referred to as the “Agreement”) as of March 20, 2020. The following addendum to the Agreement is hereby concluded:
SHARE RESTRICTION AGREEMENTShare Restriction Agreement • May 13th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments
This Share Restriction Agreement (this “Agreement”) is entered into by and between Steinway Musical Instruments Holdings, Inc. (the “Company”) and Benjamin Steiner (the “Restricted Shareholder”) on and effective as of [ ], 2022 (the “Effective Date”).
