FENDER MUSICAL INSTRUMENTS CORPORATION Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 25th, 2012 • Fender Musical Instruments Corp • New York
Fender Musical Instruments Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $ 0.01 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2012 • Fender Musical Instruments Corp • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 20, 2009, between FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Company”), and Mark H. Fukunaga (“Indemnitee”).
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”).
FENDER MUSICAL INSTRUMENTS CORPORATION STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 8th, 2012 • Fender Musical Instruments Corp • Delaware
THIS AGREEMENT made this day of , , by and between Fender Musical Instruments Corporation, a Delaware corporation (the “Corporation”), and (“Optionee”) under the Corporation’s 2007 Amended and Restated Equity Compensation Plan.
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.
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.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 25th, 2012 • Fender Musical Instruments Corp • Delaware
THIS AGREEMENT (this “Agreement”), dated as of , 2012 is made by and between FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Company”), and [name] (the “Grantee”).
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.
FENDER MUSICAL INSTRUMENTS CORPORATION STOCK OPTION AGREEMENTEquity Compensation Plan • March 8th, 2012 • Fender Musical Instruments Corp • Arizona
Fender Musical Instruments Corporation (the “Company”) hereby grants the following Option to purchase shares of the Class B Common Stock of the Company, subject to the terms of this Stock Option Agreement and the Company’s 2007 Amended and Restated Equity Compensation Plan (the “Plan”):
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...Term Facility Credit Agreement • March 8th, 2012 • Fender Musical Instruments Corp • New York
CREDIT AGREEMENT (this “Agreement”), dated as of June 7, 2007, among FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent, and GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”).
FENDER MUSICAL INSTRUMENTS CORPORATION STOCK OPTION AGREEMENT RECITALSStock Option Agreement • March 8th, 2012 • Fender Musical Instruments Corp • Delaware
STOCK OPTION AGREEMENTStock Option Agreement • March 8th, 2012 • Fender Musical Instruments Corp • Delaware
THIS STOCK OPTION AGREEMENT (“Agreement”) is made as of the day of March, 1997 (“Grant Date”) by and between FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (“Company”), and (“Participant”). All definitions contained in the Fender Musical Instruments Corporation 1997 Stock Option Plan (“Plan”) are hereby incorporated by reference and shall have the same meanings in this Agreement as in the Plan.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 8th, 2012 • Fender Musical Instruments Corp
This First Amendment to Third Amended and Restated Stockholders’ Agreement (this “Amendment”) is entered into as of June 24, 2002, by and among Fender Musical Instruments Corporation, a Delaware corporation (the “Company”) and the holders of the Company’s Class A Common Stock and Class C Common Stock.
MARIA LUISA MORALES ANDRADE, CERTIFIED TRANSLATOR INTERPRETER, LEGALLY CERTIFIED BY THE JUDICIARY BOARD OF THE SUPREME COURT OF JUSTICE FOR THE STATE OF BAJA CALIFORNIA, HEREBY CERTIFY ACCORDING TO THE BEST OF MY KNOWLEDGE, THAT THIS IS A TRUE...Fender Musical Instruments Corp • March 8th, 2012
LEASE CONTRACT EXECUTED BY AND BETWEEN, “BERCALI, S.A. DE C.V.”, (HEREINAFTER REFERRED TO AS: LESSOR), REPRESENTED HEREIN BY ITS LEGAL AGENTS, MR. JOAQUIN ALVES IGLESIAS AND JERONIMO BERTRAN PASSANI; AND “INSTRUMENTOS MUSICALES FENDER, S. A. DE C. V.” (HEREINAFTER REFERRED TO AS LESSEE), REPRESENTED HEREIN BY ITS SOLE ADMINISTRATOR, MR. OMAR BASHAR DARCAZALLIE; IN ACCORDANCE TO THE STATEMENTS AND CLAUSES CONTAINED INTO THIS DOCUMENT.
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • April 16th, 2012 • Fender Musical Instruments Corp
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “First Amendment”) is made and entered into as of the 30th day of December, 2011 (the “Amendment Effective Date”) by and between WDP 17600 LLC, an Arizona limited liability company, as “Landlord,” and FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation, as “Tenant.”
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FENDER MUSICAL INSTRUMENTS CORPORATION AND JAMES BROENENEmployment Agreement • March 8th, 2012 • Fender Musical Instruments Corp
This Second Amendment (“Amendment”) to the Employment Agreement between James Broenen and Fender Musical Instruments Corporation, which is dated December 2, 2008 (as amended by the First Amendment dated April 1, 2010, the “Employment Agreement”), shall be effective as of August 15, 2011. All capitalized terms not defined in this Amendment shall have the same meaning as in the Employment Agreement.
OFFICE LEASE AGREEMENT WDP 17600 LLC, AS LANDLORD, AND FENDER MUSICAL INSTRUMENTS CORPORATION, AS TENANT. 17600 N. Perimeter Drive Scottsdale, ArizonaOffice Lease Agreement • April 16th, 2012 • Fender Musical Instruments Corp
This Office Lease Agreement is made and entered into as of the Effective Date by and between WDP 17600 LLC, an Arizona limited liability company, as Landlord, and FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation, as Tenant.
ContractLease Agreement • March 8th, 2012 • Fender Musical Instruments Corp
LEASE AGREEMENT SIGNED BY, “BERCALI , SA DE CV, HEREINAFTER NAMED “BERCALI”, REPRESENTED BY HIS LEGAL AGENT MR. JERONIMO BERTRAN PASSANI, AND , “INSTRUMENTOS MUSICALES FENDER , SA DE CV, HEREINAFTER NAMED:” FENDER”, REPRESENTED BY HIS LEGAL AGENT MR. SERGIO ESTEBAN VILLANUEVA RODRIGUEZ IN ACCORDANCE WITH THE BACKGROUND, THE STATEMENTS AND CLAUSES HEREIN STATED)
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FENDER MUSICAL INSTRUMENTS CORPORATION AND JAMES BROENENEmployment Agreement • March 8th, 2012 • Fender Musical Instruments Corp
This First Amendment (“Amendment”) to the Employment Agreement between James Broenen and Fender Musical Instruments Corporation, which is dated December 2, 2008 (the “Employment Agreement”), shall be effective as of April 1, 2010. All capitalized terms not defined in this Amendment shall have the same meaning as in the Employment Agreement.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 8th, 2012 • Fender Musical Instruments Corp • Delaware
THIS AGREEMENT (this “Agreement”), dated as of is made by and between FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Company”), and (the “Grantee”).
ContractLease Agreement • March 8th, 2012 • Fender Musical Instruments Corp
LEASE AGREEMENT SIGNED BY, “INMOBILIARIA CALIBERT, SA DE CV, HEREINAFTER NAMED “ CALIBERT”, REPRESENTED BY HIS LEGAL AGENT MR. JERONIMO BERTRAN PASSANI, AND , “INSTRUMENTOS MUSICALES FENDER , SA DE CV, HEREINAFTER NAMED:” FENDER”, REPRESENTED BY HIS LEGAL AGENT MR. SERGIO ESTEBAN VILLANUEVA RODRIGUEZ IN ACCORDANCE WITH THE BACKGROUND, THE STATEMENTS AND CLAUSES HEREIN STATED}
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN FENDER MUSICAL INSTRUMENTS CORPORATION AND MARK VAN VLEETFender Musical Instruments Corp • March 8th, 2012
This First Amendment (“Amendment”) to the Amended and Restated Employment Agreement between Mark Van Vleet and Fender Musical Instruments Corporation, which is dated December 2, 2008 (the “Employment Agreement”), shall be effective as of April 1, 2010. All capitalized terms not defined in this Amendment shall have the same meaning as in the Employment Agreement.
REVOLVING FACILITY CREDIT AGREEMENT among FENDER MUSICAL INSTRUMENTS CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, THE CIT GROUP/COMMERCIAL SERVICES, INC. and WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), as...Revolving Facility Credit Agreement • March 8th, 2012 • Fender Musical Instruments Corp • New York
CREDIT AGREEMENT (this “Agreement”), dated as of June 7, 2007, among FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), THE CIT GROUP/COMMERCIAL SERVICES, INC. and WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), as co-documentation agents (in such capacity, the “Documentation Agents”), WELLS FARGO FOOTHILL, LLC, as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2012 • Fender Musical Instruments Corp • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 5, 2009, between FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Company”), and the indemnitees listed on the signature pages hereto (each, an “Indemnitee” and collectively, the “Indemnitees”).
FIRST AMENDMENT TO LEASELease • March 8th, 2012 • Fender Musical Instruments Corp • California
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of the 6th day of November, 2008 by and between 1151 MILDRED LLC, a Delaware limited liability company (“Landlord”), and FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (“Tenant”).
THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 8th, 2012 • Fender Musical Instruments Corp • Delaware
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated as of December 28, 2001 (this “Agreement”), is made by and among Fender Musical Instruments Corporation, a Delaware corporation (the “Company”), the holders of Class A Common Stock of the Company set forth on Schedule A hereto (collectively, the “Class A Holders”), the holders of Class B Common Stock of the Company set forth on Schedule A hereto (collectively, the “Class B Holders”), and Weston Presidio Capital IV, L.P., WPC Entrepreneur Fund II, L.P., Weston Presidio Capital III, L.P. and WPC Entrepreneur Fund, L.P.
SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN FENDER MUSICAL INSTRUMENTS CORPORATION AND MARK VAN VLEETFender Musical Instruments Corp • March 8th, 2012
This Second Amendment (“Amendment”) to the Amended and Restated Employment Agreement between Mark Van Vleet and Fender Musical Instruments Corporation, which is dated December 2, 2008 (as amended by the First Amendment dated April 1, 2010, the “Employment Agreement”), shall be effective as of August 15, 2011. All capitalized terms not defined in this Amendment shall have the same meaning as in the Employment Agreement.
AMENDED AND RESTSTAED EMPLOYMENT AGREEMENTAmended and Reststaed Employment Agreement • March 8th, 2012 • Fender Musical Instruments Corp • Arizona
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and effective as of December 2, 2008 (the “Effective Date”) by and between Fender Musical Instruments Corporation, a Delaware corporation (“Fender” or the “Company”), on one hand, and Mark Van Vleet, an individual, on the other hand (“Executive”).
