0001104659-03-004440 Sample Contracts

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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EMPLOYMENT AGREEMENT OF JOHN STONER
Employment Agreement of John Stoner • March 18th, 2003 • Steinway Musical Instruments Inc • Musical instruments • Indiana

This Employment Agreement (this “Agreement”) is entered into on this 17th of October, 2002, by and between The Selmer Company, Inc., a Delaware corporation d/b/a as CONN-SELMER (the “Company”) with a principal place of business at 600 Industrial Parkway, Elkhart IN 46516 and John M. Stoner Jr., an individual residing at 804 Nissley Drive, Middletown, PA 17057 (the “Executive”).

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

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 17, 2002 (this “Amendment”), to the Existing Credit Agreement (as hereinafter defined), by and among (i) THE SELMER COMPANY, INC., a Delaware corporation (“Selmer”), (ii) STEINWAY, INC., a Delaware corporation (“Steinway”), (iii) UNITED MUSICAL INSTRUMENTS USA, INC., an Indiana corporation (“UMI” and together with Selmer and Steinway, the “Borrowers”), (iv) those signatories hereto and identified on Schedule 1(as may be amended from time to time) as Guarantors (the “Guarantors”), (v) the lenders (the “Lenders”) from time to time party to the Agreement (defined below), and (vi) GMAC COMMERCIAL CREDIT, LLC, a New York limited liability company (the “Administrative Agent”), as administrative agent for the Lenders hereunder.

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