STOCK PURCHASE AGREEMENT dated as of December 8, 1999 by and between BALDWIN PIANO & ORGAN COMPANYStock Purchase Agreement • December 10th, 1999 • Baldwin Piano & Organ Co /De/ • Musical instruments • Delaware
1 EXHIBIT 10.9 PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of March 24, 2000 (together with all amendments, if any, from time to time hereto, this "Agreement") between BALDWIN PIANO & ORGAN COMPANY, a Delaware corporation (the "Pledgor") and...Pledge Agreement • April 6th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
1 EXHIBIT 10.26 ------------- WAIVER AND EIGHTH AMENDMENT TO CREDIT AGREEMENT THIS WAIVER AND EIGHTH AMENDMENT TO CREDIT AGREEMENT ("Eighth Amendment") dated as of February 28, 2000 is by and among BALDWIN PIANO & ORGAN COMPANY, a Delaware...Credit Agreement • March 30th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
1 Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT ("Fourth Amendment") dated as of September 21, 1998 is by and among BALDWIN PIANO & ORGAN COMPANY, a Delaware corporation, (hereinafter, together with its...Credit Agreement • November 17th, 1998 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
EXHIBIT 4 RIGHTS AGREEMENT dated as of October 12, 1998Rights Agreement • October 13th, 1998 • Baldwin Piano & Organ Co /De/ • Musical instruments • Delaware
Base Salary Your starting annual base salary will be $215,000 (less withholdings and deductions), which will be paid monthly on the 25th of the month. The Company will review your salary annually. Annual Incentive You will be entitled to participate...Baldwin Piano & Organ Co /De/ • November 10th, 1997 • Musical instruments
1 EXHIBIT 10.25 ------------- WAIVER AND SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS WAIVER AND SEVENTH AMENDMENT TO CREDIT AGREEMENT ("Seventh Amendment") dated as of December 3, 1999 is by and among BALDWIN PIANO & ORGAN COMPANY, a Delaware...Credit Agreement • March 30th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
1 Exhibit 10.1 AMENDMENT TO AGREEMENT OF EMPLOYMENT THIS AMENDMENT TO AGREEMENT OF EMPLOYMENT is made and entered into as of September 1, 1999 by and between BALDWIN PIANO & ORGAN COMPANY, a Delaware corporation having its principal office at 4680...Baldwin Piano & Organ Co /De/ • November 15th, 1999 • Musical instruments • Ohio
1 Exhibit 10.15 THIRD AMENDMENT TO CHANGE IN CONTROL AGREEMENT ---------------------------------------------- THIS AMENDMENT (the "Amendment") is made effective as of the 14th day of March, 2001, by and between BALDWIN PIANO & ORGAN COMPANY, a...Change in Control Agreement • April 17th, 2001 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
1 EXHIBIT 10.4 COPYRIGHT SECURITY AGREEMENT COPYRIGHT SECURITY AGREEMENT, dated as of March 24, 2000, by and among the Grantors identified as such on the signature pages hereof (each a "Grantor" and collectively "Grantors"), in favor of GENERAL...Security Agreement • April 6th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments
OFFICE LEASEOffice Lease • November 17th, 1998 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
BORROWER,Credit Agreement • March 27th, 1998 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
RECITALSIntercreditor Agreement • April 6th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
1 EXHIBIT 10.31 ------------- WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT THIS WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT ("Second Amendment") dated as of December 3, 1999 is by and among...Term Loan Agreement • March 30th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
1 EXHIBIT 10.1 CREDIT AGREEMENT Dated as of March 24, 2000Credit Agreement • April 6th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENTCredit Agreement • April 17th, 2001 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENTCredit Agreement • November 14th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
Exhibit 10.48 FOURTH AMENDMENT FOURTH AMENDMENT (the "Fourth Amendment") dated as of November 1, 1996 to Purchase and Administration Agreement dated as of October 1, 1990, as amended by a First Amendment dated as of February 15, 1994, a Second...Fourth Amendment • March 28th, 1997 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
1 EXHIBIT 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("Third Amendment") dated as of June 19, 1998 is by and among BALDWIN PIANO & ORGAN COMPANY, a Delaware corporation, (hereinafter, together with its successors...Credit Agreement • August 14th, 1998 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
W I T N E S S E T H:Trademark Security Agreement • April 6th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments
FOURTH AMENDMENT AND LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENTCredit Agreement • May 21st, 2001 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
W I T N E S S E T H : - - - - - - - - - -Baldwin Piano & Organ Co /De/ • May 15th, 1998 • Musical instruments • New York
WITNESSETH:Agreement • August 12th, 1997 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
EXHIBIT 1 RIGHTS AGREEMENT dated as of October 12, 1998Rights Agreement • October 13th, 1998 • Baldwin Piano & Organ Co /De/ • Musical instruments • Delaware
FIFTH AMENDMENT AND LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENTCredit Agreement • May 21st, 2001 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
b) ENFORCEABILITY. Debtor represents and warrants that the execution and performance of this Security Agreement has been duly authorized by all appropriate action of Debtor and this Security Agreement has been duly executed by Debtor, delivered to 1 2Subsidiary Security Agreement • March 27th, 1998 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
THIRD AMENDMENT AND LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENTCredit Agreement • February 12th, 2001 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
PATENT SECURITY AGREEMENTPatent Security Agreement • April 6th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments
1 EXHIBIT 10.7 SUBSIDIARY GUARANTY This SUBSIDIARY GUARANTY (this "Guaranty"), dated as of March 24, 2000, by and among the Guarantors identified as such on the signature page hereof (each, a "Guarantor" and collectively, "Guarantors"), and GENERAL...Subsidiary Guaranty • April 6th, 2000 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
AGENT")Baldwin Piano & Organ Co /De/ • April 6th, 2000 • Musical instruments
WITNESSETH:Revolving Credit and Security Agreement • March 28th, 1997 • Baldwin Piano & Organ Co /De/ • Musical instruments • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This is an Asset Purchase Agreement dated on January 26, 2001 (the "Agreement"), by and among (i) Ayrshire Electronics LLC, a Kentucky limited liability company (the "Buyer"), and (ii) Baldwin Piano & Organ...Asset Purchase Agreement • February 12th, 2001 • Baldwin Piano & Organ Co /De/ • Musical instruments • Kentucky
FIRST AMENDMENTBaldwin Piano & Organ Co /De/ • March 27th, 1998 • Musical instruments • New York
L E A S EBaldwin Piano & Organ Co /De/ • February 12th, 2001 • Musical instruments
1 Exhibit 10.14 SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT ----------------------------------------------- THIS AMENDMENT (the "Amendment") is made effective as of the 3rd day of October, 2000, by and between BALDWIN PIANO & ORGAN COMPANY, a...Change in Control Agreement • April 17th, 2001 • Baldwin Piano & Organ Co /De/ • Musical instruments • Ohio
