EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2012 • Fender Musical Instruments Corp • Arizona
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and effective as of May 8, 2012 by and between Fender Musical Instruments Corporation, a Delaware corporation (“Fender” or the “Company”), and James A. Druckrey, an individual, on the other hand (“Executive”).
FIRST AMENDMENT TO REVOLVING FACILITY CREDIT AGREEMENTRevolving Facility Credit Agreement • May 10th, 2012 • Fender Musical Instruments Corp • New York
THIS FIRST AMENDMENT TO REVOLVING FACILITY CREDIT AGREEMENT (this “Amendment”), dated as of April 27, 2011, is entered into by and among FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (“Borrower”), the several banks and other financial institutions or entities parties hereto as lenders (each individually, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”), J.P. MORGAN SECURITIES LLC and WELLS FARGO CAPITAL FINANCE, LLC, as Co-Lead Arrangers, J.P. MORGAN SECURITIES LLC, WELLS FARGO CAPITAL FINANCE, LLC and BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, as Joint Bookrunners, and BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, as Syndication Agent.
LEASE BETWEEN 1151 MILDRED LLC, AS LANDLORD, AND FENDER MUSICAL INSTRUMENTS CORPORATION AS TENANT Dated as of: November 16, 2004Non Disturbance and Attornment Agreement • May 10th, 2012 • Fender Musical Instruments Corp • California
LEASE, made as of the th day of November, 2004, by and between 1151 MILDRED LLC (the “Landlord”), a Delaware limited liability company, having an office at 100 Bayview Circle, Suite 310, Newport Beach, California 92660 and FENDER MUSICAL INSTRUMENTS CORPORATION (the “Tenant”), a Delaware corporation, with offices at 8860 E. Chaparral Road, Suite 100, Scottsdale, AZ 85250-2610, Attention: General Counsel.
TERM FACILITY CREDIT AGREEMENT among FENDER MUSICAL INSTRUMENTS CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication...Intercreditor Agreement • May 10th, 2012 • Fender Musical Instruments Corp • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 7, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Term Facility Credit Agreement, dated as of June 7, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FENDER MUSICAL INSTRUMENTS CORPORATION (the “Borrower”), the Lenders and the Administrative Agent.
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 10th, 2012 • Fender Musical Instruments Corp • Delaware
This Second Amendment (this “Amendment”) to Third Amended and Restated Stockholders’ Agreement, dated as of December 28, 2001 and as amended by the First Amendment to Third Amended and Restated Stockholders’ Agreement, dated as of June 24, 2002 (as amended by such First Amendment, the “Stockholders’ Agreement”), is entered into as of March 30, 2012, by and among Fender Musical Instruments Corporation, a Delaware corporation (the “Company”) and the holders of the Company’s Common Stock and Class C Common Stock named on the signature pages hereof.
