Exhibit 4.1
FOURTH AMENDMENT AND AGREEMENT
FOURTH AMENDMENT AND AGREEMENT, dated as of April 1, 1999 (this
"AMENDMENT"), to the Existing Credit Agreement (as hereinafter defined), by
and among (i) THE SELMER COMPANY, INC., a Delaware corporation f/k/a Symphony
Industries, Inc. ("SELMER"), (ii) STEINWAY, INC., a Delaware corporation
("STEINWAY" and, together with Selmer, the "BORROWERS"), (iii) STEINWAY
MUSICAL INSTRUMENTS, INC., a Delaware corporation f/k/a Selmer Industries,
Inc. ("SMI"), (iv) BOSTON PIANO COMPANY, INC., a Massachusetts corporation
("BOSTON PIANO CO."), (v) THE SMI TRUST, a Massachusetts business trust
("SMIT"), (vi) S&B RETAIL, INC., a Delaware corporation ("S&B RETAIL"), (vii)
EMERSON MUSICAL INSTRUMENTS, INC., a Delaware corporation ("EMERSON"), (viii)
THE STEINWAY PIANO COMPANY, INC., a Delaware corporation ("SPC"; and together
with the foregoing parties, the "CREDIT PARTIES") and (ix) BNY FINANCIAL
CORPORATION, a New York corporation (the "LENDER").
RECITALS
The Borrowers and the other Credit Parties and Lender have entered into
the Existing Credit Agreement, pursuant to which the Lender is providing to
the Borrowers a $60,000,000.00 revolving credit and term loan facility, which
is secured by certain accounts receivable and other collateral of the
Borrowers and guaranteed by the other Credit Parties. On March 30, 1999,
Steinway consummated the Transactions (as hereinafter defined) and acquired
Steinway Hall (as hereinafter defined) with the proceeds of an Advance (as
defined in the Existing Credit Agreement) in the amount of $26,394,625. The
Credit Parties have requested that the Lender amend the Existing Credit
Agreement to reduce the interest rate applicable to Advances and to provide
for an additional $22,500,000 term loan facility, the proceeds of which will
be utilized to repay the outstanding principal balance of said Advance and to
finance the ownership by Steinway of Steinway Hall. Subject to the terms and
conditions hereof, the Lender is willing to amend the Existing Credit
Agreement to provide such term loan facility.
In consideration of the foregoing and of the mutual covenants and
undertakings herein contained, the parties hereto hereby agree that the
Existing Credit Agreement is amended as hereinafter provided.
ARTICLE I
Definitions
1. DEFINITIONS. (a) In addition to the definitions set forth in the
heading and the recitals to this Amendment, the following definitions shall
apply hereto:
"ASSOCIATE" shall mean 111 West 57th Street Associates, L.P., a New York
limited partnership.
"AGREEMENT" shall mean the Amended and Restated Revolving Credit, Term
Loan and Security Agreement, dated as of May 25, 1995, by and among Selmer,
Steinway, SMI, SMP, Boston Piano Co. and the Lender, as amended, supplemented
or otherwise modified from time to time up to and including this Amendment.
"CASH MANAGEMENT AGREEMENT" shall mean the Cash Management and
Distribution Agreement dated as of March 30, 1999 by and among Associate,
Steinway, Lender and The Prudential Insurance Company of America.
"CONSENT AND WAIVER" shall mean the Consent and Waiver, dated as of
March 30, 1999, by and among the Credit Parties and the Lender.
"ENVIRONMENTAL INDEMNITY" shall mean the Environmental and Hazardous
Substance Indemnification Agreement dated as of April 1, 1999, by Steinway to
and for the benefit of Lender.
"EXISTING CREDIT AGREEMENT" shall mean the Amended and Restated
Revolving Credit, Term Loan and Security Agreement, dated as of May 25, 1995,
by and among Selmer, Steinway, SMI, SMP, Boston Piano Co. and the Lender, as
amended by: (i) the First Amendment, Consent, Waiver and Agreement, dated as
of December 31, 1996, to the Existing Credit Agreement (as defined therein)
by and among Selmer, Steinway, SMI, SMP, Boston Piano Co., SMIT, S&B Retail
and the Lender; (ii) the Second Amendment, dated as of January 1, 1997, to
the Existing Credit Agreement (as defined therein), by and among Selmer,
Steinway, SMI, Boston Piano Co., SMIT, S&B Retail and the Lender, and (iii)
the Third Amendment, Consent, Waiver And Agreement, dated as of January 31,
1997, to the Existing Credit Agreement (as defined therein), by and among the
Credit Parties and the Lender; as amended, supplemented or otherwise modified
from time to time prior to the Fourth Amendment Effective Date.
"FOURTH AMENDMENT DOCUMENTS" shall mean this Fourth Amendment, the
Steinway Hall Term Loan Documents, and any other agreements, instruments and
all other documents executed or delivered pursuant to or in connection with
this Fourth Amendment and the transactions contemplated thereby.
"GROUND LEASE" shall mean that certain Ground Lease dated as of March
30, 1999, by and between Associate and Steinway.
"GROUND MORTGAGEE" shall mean the holder of any mortgage on the fee
interest in the Premises subject to the Ground Lease.
"MASTER LEASE" shall mean that certain Master Lease dated as of March
30, 1999, by and between Steinway and Associate.
"MORTGAGED PROPERTY" shall have the meaning set forth in the Steinway
Hall Mortgage.
"PARTNERSHIP INTERESTS" shall mean the .2495% interest as a general
partner and the 49.401% interest as a limited partner in Associate, that is
the subject of that certain
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Partnership Interest Purchase Agreement dated March 23, 1999 by and between
Ni Reproma Inc., Manhattan 57TH Street Associates, and Steinway.
"PREMISES" shall have the meaning set forth in the Ground Lease.
"SMP" shall mean Steinway Musical Properties, Inc.
"SPACE LEASE AMENDMENT" shall mean that certain First Amendment of Lease
dated as of March 30, 1999, between Associate as landlord and Steinway as
tenant.
"STEINWAY HALL" shall mean any and all buildings, structures, fixtures,
additions, enlargements, extensions, modifications, repairs, replacements and
improvements now or hereafter located on the Premises or any part thereof.
"STEINWAY HALL ALR" shall mean the Assignment of Leases and Rents, dated
as of April 1, 1999, from Steinway to Lender.
"STEINWAY HALL MORTGAGE" shall mean the Mortgage, Leasehold Mortgage,
Assignment of Leases and Rents and Security Agreement, dated as of April 1,
1999 from Steinway to Lender.
"STEINWAY HALL TERM LOAN DOCUMENTS" shall mean the Steinway Hall Term
Note, the Steinway Hall Mortgage, the Cash Management Agreement, the Steinway
Hall ALR, the Environmental Indemnity and the other "Loan Documents" as
defined in the Steinway Hall Term Note.
"STEINWAY HALL TERM NOTE" shall mean the Term Note made as of April 1,
1999, by the Borrowers, payable to the order of Lender.
"STEINWAY HALL TRANSACTION DOCUMENTS" shall mean the Ground Lease, the
Master Lease and all of the documents required to be delivered under Section
7 of the Redemption and Lease Agreement dated as of March 23, 1999 by and
between Steinway and Associates.
"TRANSACTIONS" shall mean (i) the purchase of the Partnership Interests,
(ii) the redemption of the Partnership Interests in exchange for the
unencumbered leasehold interest in the Premises and all of the unencumbered
fee interest in Steinway Hall, (iii) the execution of the Ground Lease, (iv)
the execution of the Master Lease, and (v) the execution of the Space Lease
Amendment.
(b) Unless otherwise indicated, capitalized terms that are used but not
defined herein shall have the meanings ascribed to them in the Existing
Credit Agreement.
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ARTICLE II
Representations
1. REPRESENTATIONS. Each of the Credit Parties hereby represents and
warrants as follows:
(a) It has full power, authority and legal right, to enter into this
Amendment and each of the other Fourth Amendment Documents to which it is a
party and perform all of its respective obligations hereunder and thereunder.
The execution, delivery and performance hereof and thereof are within its
powers and have been duly authorized, are not in contravention of any law(s)
which might have a material adverse effect upon it, the Collateral, Mortgaged
Property, its operations, financial condition or prospects, or in
contravention of the terms of its by-laws, certificate of incorporation,
declaration of trust or other documents relating to its formation, as
applicable, or to the conduct of its business or of any material agreement or
undertaking to which it is a party or by it is bound, and will not conflict
with or result in any breach of any of the provisions of, or constitute a
default under, or result in the creation of any Lien upon any of its assets
under, the provisions of any agreement, charter, instrument, by-law,
declaration of trust or other instrument to which it is a party or by which
it or its assets may be bound.
(b) It is duly organized and in good standing under the laws of its
respective state of organization and it is qualified to do business and is in
good standing in the states listed on SCHEDULE 5.2 attached hereto, which
constitute all states in which qualification and good standing are necessary
for it to conduct its businesses and own its properties and where the failure
to so qualify would have a material adverse effect on it or its businesses.
(c) This Amendment and each of the other Fourth Amendment Documents to
which it is a party have been duly executed and delivered on its behalf and
this Amendment and each of the other Fourth Amendment Documents to which it
is a party constitute its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).
(d) The conditions contained in Article IV hereof have been satisfied.
(e) Each of the Credit Documents is on the date hereof in full force and
effect.
(f) No Default or Event of Default has occurred and is continuing.
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ARTICLE III
Amendments to Existing Credit Agreement
1. AMENDMENTS TO SECTION 1. (a) Section 1.1 of the Existing Credit
Agreement is hereby amended by inserting the following new definitions
therein in the appropriate alphabetical order:
"CASH MANAGEMENT AGREEMENT" shall mean the Cash Management and
Distribution Agreement dated as of March 30, 1999 by and among 111 West 57th
Street Associates, L.P., Steinway, Lender and The Prudential Insurance
Company of America.
"CONSENT AND WAIVER" shall mean the Consent and Waiver, dated as of
March 30, 1999, by and among the Credit Parties and the Lender.
"ENVIRONMENTAL INDEMNITY" shall mean the Environmental and Hazardous
Substance Indemnification Agreement dated as of April 1, 1999, by Steinway to
and for the benefit of Lender.
"FOURTH AMENDMENT" shall mean the Fourth Amendment, dated as of April 1,
1999, to the Existing Credit Agreement (as defined therein), by and among
Selmer, Steinway, SMI, Boston Piano Co., SMIT, S&B Retail, Emerson, SPC and
the Lender.
"PARTNERSHIP INTERESTS" shall mean the .2495% interest as a general
partner and the 49.401% interest as a limited partner in 111 West 57th Street
Associates, L.P., a New York limited partnership, that is the subject of that
certain Partnership Interest Purchase Agreement dated March 23, 1999 by and
between Ni Reproma Inc., Manhattan 57TH Street Associates, and Steinway.
"STEINWAY HALL" shall mean any and all buildings, structures, fixtures,
additions, enlargements, extensions, modifications, repairs, replacements and
improvements now or hereafter located on the Premises or any part thereof.
"STEINWAY HALL ALR" shall mean the Assignment of Leases and Rents, dated
as of April 1, 1999, from Steinway to Lender.
"STEINWAY HALL MORTGAGE" shall mean the Mortgage, Leasehold Mortgage,
Assignment of Leases and Rents and Security Agreement, dated as of April 1,
1999 from Steinway to Lender.
"STEINWAY HALL TERM LOAN" as defined in Section 12.6.
"STEINWAY HALL TERM LOAN COMMITMENT" shall mean as to the Lender, its
obligation to make the Steinway Hall Term Loan to the Borrowers pursuant to
Section 12.6 in an amount equal to the lesser of (i) $22,500,000 and (ii) 75%
of appraised fair market value of Steinway Hall.
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"STEINWAY HALL TERM LOAN DOCUMENTS" shall mean the Steinway Hall Term
Note, the Steinway Hall Mortgage, the Cash Management Agreement, the Steinway
Hall ALR, the Environmental Indemnity and the other "Loan Documents" as
defined in the Steinway Hall Term Note.
"STEINWAY HALL TERM NOTE" shall mean the Term Note made as of April 1,
1999, by the Borrowers, payable to the order of Lender.
(b) Section 1.1 of the Existing Credit Agreement is hereby amended by:
(i) deleting the words "plus one percent (1%)" where they appear in clause
(i) of the definition of "Advance Interest Rate"; and (ii) by deleting the
words "plus two and one-half percent (2.5%)" where they appear at the end of
clause (ii) of said definition and replacing them with the words "plus one
and one-quarter percent (1 1/4%)".
(c) Section 1.1 of the Existing Credit Agreement is hereby amended by
deleting the definition of "Credit Documents" in its entirety and replacing
it with the following:
"CREDIT DOCUMENTS" shall be the collective reference to this Agreement,
the First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment, the Term Note (if any), the Steinway Hall Term Note, the
Guarantees, the Cash Management Agreement, the Environmental Indemnity, the
Consent and Waiver, the Letter of Credit Documents and the Security Documents.
(d) Section 1.1 of the Existing Credit Agreement is hereby amended by
deleting the definition of "Security Documents" in its entirety and replacing
it with the following:
"SECURITY DOCUMENTS" shall be the collective reference to this
Agreement, the General Security Agreements (together with related Uniform
Commercial Code financing statements), the Mortgage Amendments, the New York
Mortgage, the Lockbox Documentation, the Selmer Collateral Assignment, the
SMP Collateral Assignment, the Trademark Assignments, the Copyright
Assignments, the Patent Assignments, the Selmer Industries Pledge Agreement,
the Selmer Pledge Agreement, the SMIT Pledge Agreement, the SMIT Security
Agreement, the S&B Retail Security Agreement, the SMP Pledge Agreement, the
SPC Pledge Agreement, the SPC Security Agreement, the Emerson Security
Agreement, the Steinway Hall Mortgage, the Steinway Hall ALR and any other
mortgage, pledge agreement, security agreement or other security document
executed and delivered by a Subsidiary of Selmer which becomes a Credit Party
pursuant to Section 6.13 of this Agreement.
2. AMENDMENTS TO SECTION 12. (a) Section 12.4 of the Existing Credit
Agreement is hereby amended by deleting the words "Section 6.15" where they
appear in the second line of said section and replacing them with the words
"Section 6.14".
(b) Section 12 of the Existing Credit Agreement is hereby amended by
incorporating at the end thereof the following sections:
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"12.6 TERM LOAN COMMITMENT. Subject to the terms and conditions hereof,
the Lender agrees to make a term loan (the "STEINWAY HALL TERM LOAN") to the
Borrowers on any Business Day prior to 11:59 p.m., New York City time, April
1, 1999 in an amount equal to the Steinway Hall Term Loan Commitment.
12.7 NOTE. The Steinway Hall Term Loan shall be evidenced by Steinway
Hall Term Note and shall be governed by the provisions hereof and of the
Steinway Hall Term Loan Documents, all of which are incorporated by reference
herein. In the event of any clear discrepancy between the provisions hereof
and the provisions of the Steinway Hall Term Loan Documents, with respect
only to the Steinway Hall Term Loan, the Steinway Hall Term Loan Documents
shall prevail.
12.8 PROCEDURE FOR TERM LOAN BORROWING. If Steinway determines to borrow
the Steinway Hall Term Loan, Steinway shall give the Lender irrevocable
notice (which notice must be received by the Lender prior to 12:00 noon, New
York City time) at least two (2) Business Days prior to the requested
borrowing date, requesting that the Lender make the Steinway Hall Term Loan
on the requested borrowing date.
12.9 USE OF PROCEEDS OF TERM LOAN. The Steinway Hall Term Loan shall be
used to repay in full the outstanding balance of the Advance made for the
acquisition of the Partnership Interests, which were redeemed and exchanged
for Steinway Hall, and to finance the ownership by Steinway of Steinway Hall."
3. AMENDMENT TO SECTION 13. Section 13.1 of the Existing Credit
Agreement is hereby amended by deleting it in its entirety and replacing it
with the following:
"13.1 TERM. This Agreement shall inure to the benefit of and shall be
binding upon the respective successors and permitted assigns of each of the
Credit Parties and the Lender. Furthermore, this Agreement shall continue in
full force and effect until April 1, 2004 (the "TERMINATION DATE") unless
renewed in accordance with this Section 13.1. This Agreement may be renewed
automatically for an unlimited number of one-year periods after the
Termination Date (each a "RENEWAL PERIOD"), PROVIDED (a) the Lender has not
previously terminated this Agreement in accordance with the other provisions
of this Agreement or (b) the Credit Parties have not given written notice of
termination (i) with respect to the first Renewal Period, at least sixty days
prior to the Termination Date and (ii) with respect to any subsequent Renewal
Period, at least sixty days prior to the Business Day preceding the day on
which such Renewal Period expires. Notwithstanding anything herein to the
contrary, (i) the Lender may terminate this Agreement earlier upon the
occurrence and continuance of an Event of Default, whereupon the Lender may
terminate this Agreement effective immediately at any time without any notice
and (ii) the Credit Parties may terminate this Agreement at any time prior to
the Termination Date upon sixty days' prior written notice to the Lender and
upon payment in full of all Obligations owing to the Lender, as well as an
early termination fee equal to the
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product of (a) the percentage as described in the chart below and (b) the sum
of the Maximum Loan Amount and the then outstanding principal balance of the
Steinway Hall Term Loan.
January 1, 1999 - December 31, 1999: 2%
January 1, 2000 - July 31, 2003: 1%
August 1, 2003 - end of the Term: 0%
For all purposes hereof, the "Term" of this Agreement shall mean the period
from and including the date of this Agreement through and including: (i) the
Termination Date, and as renewed in accordance with the terms of this Section
13.1; or (ii) the effective date of termination hereof, as determined in
accordance with the foregoing early termination provisions."
4. AMENDMENT TO SCHEDULE 5.2. Schedule 5.2 to the Existing Credit
Agreement is hereby amended by deleting it in its entirety and replacing it
with Schedule 5.2 attached hereto.
ARTICLE IV
Conditions to Effectiveness
The Lender's commitment to make the Steinway Hall Term Loan, this
Amendment, and the modifications to the Credit Agreement provided for herein,
shall become effective on the date (the "FOURTH AMENDMENT EFFECTIVE DATE") on
which all of the following conditions have been (or are concurrently being)
satisfied:
1. The following documents shall have been duly executed and delivered
by each party thereto:
(i) this Amendment; and
(ii) the other Fourth Amendment Documents.
2. The Lender shall have received the executed legal opinions of
Milbank, Tweed, Hadley & McCloy, special counsel to the Credit Parties, and
Dennis M. Hanson, General Counsel to the Credit Parties, in form and
substance satisfactory to the Lender and taking into account this Amendment
and the other Fourth Amendment Documents and the matters contemplated hereby
(including, without limitation, assurances with respect to the validity of
UCC filings). Such legal opinion shall cover such matters incident to the
transactions contemplated by this Amendment and the other Fourth Amendment
Documents as the Lender may reasonably require.
3. The Lender shall have received a copy, in form and substance
reasonably satisfactory to the Lender, of the corporate resolutions of each
of the Credit Parties, in each case, authorizing the execution, delivery and
performance of this Amendment and the other Fourth Amendment Documents to
which such Credit Party is a party, in each case certified by the Secretary
or an Assistant Secretary of the relevant Credit Party as of the Fourth
Amendment Effective Date, which certificates shall state that the resolutions
or authorizations
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thereby certified have not been amended, modified, revoked or rescinded as of
the date of such certificate.
4. The Lender shall have received a certificate of the Secretary or an
Assistant Secretary of each Credit Party, dated the Fourth Amendment
Effective Date, as to the incumbency and signature of the officers of such
Credit Party executing each of the Fourth Amendment Documents to which such
Credit Party is a party and any certificate or other document to be delivered
by it pursuant hereto, together with evidence of the incumbency of such
Secretary or Assistant Secretary.
5. The Lender shall have received: (i) true and complete copies of the
certificate of incorporation and by-laws of each Borrower and SMI, certified
as of the Fourth Amendment Effective Date as complete and correct copies
thereof by the Secretary or an Assistant Secretary of such Credit Party; and
(ii) certificates from each other Credit Party, stating that its Governing
Documents have not been amended since the date of certification of the most
recent certified copies thereof delivered by such Credit Party to Lender.
6. The Lender shall have received copies of certificates dated as of a
recent date from the Secretary of State or other appropriate authority of
such jurisdiction, evidencing the good standing of each Credit Party in the
State of its organization and in each State where the ownership, lease or
operation of property or the conduct of business requires it to qualify as a
foreign corporation or other entity except where the failure to so qualify
would not have a Material Adverse Effect.
7. Each of the representations and warranties made by the Credit Parties
in or pursuant to the Credit Documents shall be true and correct in all
material respects on and as of the Fourth Amendment Effective Date as if made
on and as of such date (except to the extent the same relate to another,
earlier date, in which case they shall be true and correct in all material
respects as of such earlier date).
8. No Default or Event of Default shall have occurred and be continuing.
9. The Lender shall have received each additional document, instrument,
legal opinion or item of information reasonably requested by the Lender,
including, without limitation, a copy of any debt instrument, security
agreement or other material contract to which a Credit Party may be a party.
10. All corporate and other proceedings, and all documents, instruments
and other legal matters in connection with the transactions contemplated by
the Existing Credit Agreement, the Credit Agreement, this Amendment and the
other Steinway Hall Term Loan Documents shall be reasonably satisfactory in
form and substance to the Lender, and the Lender shall have received such
other documents in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as it shall reasonably request.
11. The Lender shall have received a copy of the Master Lease and the
Ground Lease, each certified by the Secretary or an Assistant Secretary of
the Borrower as of
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the Fourth Amendment Effective Date, all of which shall be in form and
substance satisfactory to the Lender in the Lender's sole discretion.
12. The Lender shall have received the following documents, reports or
other materials, all of which shall be obtained at the Borrowers' expense,
and all of which must be satisfactory to the Lender in the Lender's sole
discretion: (a) an ALTA form of mortgagee's policy of title insurance, with
such endorsements as the Lender shall require, insuring the Lender's first
lien on Steinway's leasehold interest in the Premises and fee interest in
Steinway Hall in an amount equal to the amount of the Steinway Hall Term Loan
Commitment, and containing only such exceptions as the Lender shall approve;
(b) an ALTA/ASCM as-built survey of the Premises and Steinway Hall, certified
to Lender and to the title insurance company issuing the foregoing title
insurance policy; (c) an engineering report and a Phase I environmental site
assessment report and survey of asbestos-containing materials (and such
further tests and reports as are recommended therein); (d) certificates of
property casualty, liability, rent loss and other insurance as required in
the Steinway Hall Mortgage; (e) U.C.C., litigation and tax lien searches of
the Borrowers; (f) copies of certificate(s) of occupancy and other evidence
of compliance of Steinway Hall with all applicable zoning, building,
environmental and other applicable laws and regulations; (g) tenant estoppel
certificates and subordination, non-disturbance and attornment agreements
from major tenants of Steinway Hall; (h) a subordination, non-disturbance and
attornment agreement with the lessee under the Master Lease, an
inter-creditor agreement with the Ground Mortgagee and such other third-party
agreements as the Lender shall deem reasonably necessary in connection with
the Steinway Hall Term Loan; (i) an appraisal of Steinway Hall and (j)
monthly balance sheets, income statements, profit and loss statements and
cash flow statements for the twelve months prior to the Fourth Amendment
Effective Date.
13. All of the Transactions and all other transactions contemplated by
the Steinway Hall Transaction Documents shall have been consummated in
accordance with the terms and conditions of all of the Steinway Hall
Transaction Documents without amendment, modification or waiver of any
provision thereof except as otherwise consented thereto by the Lender in its
sole discretion.
ARTICLE V
Miscellaneous
1. PAYMENT OF EXPENSES. Without limiting its obligations under Section
14.13 of the Agreement, the Borrowers jointly and severally agree to pay or
reimburse the Lender for all of its reasonable costs and expenses incurred in
connection with this Amendment and the other Steinway Hall Term Loan
Documents, including, without limitation, the reasonable costs and expenses
of Cadwalader, Wickersham & Taft, counsel to the Lender and expressly
acknowledge that their obligations hereunder constitute "Obligations" within
the meaning of the Existing Credit Agreement; PROVIDED, however, that the
fees of Cadwalader, Wickersham & Taft in connection with this Amendment, the
other Steinway Hall Term Loan Documents and the Consent and Waiver shall not
be in excess of $100,000, without the express written consent of the
Borrower, which consent shall not be unreasonably withheld.
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2. NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly amended,
modified and supplemented hereby and by the documents related hereto, the
provisions of the Existing Credit Agreement and the other Credit Documents
shall remain in full force and effect.
3. AFFIRMATION BY CREDIT PARTIES. Each Credit Party hereby consents to
the execution and delivery of this Amendment and each of the other Steinway
Hall Term Loan Documents to which such Credit Party is a party and reaffirms
its obligations under the Credit Documents executed by such Credit Party.
Without in any way limiting the foregoing, each of the Credit Parties other
than the Borrowers affirms that its Guarantee applies to the Steinway Hall
Term Note in addition to all other Obligations.
4. GOVERNING LAW; COUNTERPARTS. (a) This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of
the copies of this Amendment signed by all the parties shall be lodged with
each of the Borrowers and the Lender. This Amendment may be delivered by
facsimile transmission of the relevant signature pages hereof.
[ SIGNATURE PAGES FOLLOW ]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
THE SELMER COMPANY, INC.
By s/s DENNIS M. HANSON
---------------------------------------
Name: Dennis M. Hanson
Title: V.P.
STEINWAY, INC.
By s/s DENNIS M. HANSON
---------------------------------------
Name: Dennis M. Hanson
Title: V.P.
STEINWAY MUSICAL INSTRUMENTS, INC.
By s/s DENNIS M. HANSON
---------------------------------------
Name: Dennis M. Hanson
Title: V.P.
BOSTON PIANO COMPANY, INC.
By s/s DENNIS M. HANSON
---------------------------------------
Name: Dennis M. Hanson
Title: V.P.
THE SMI TRUST
By s/s DENNIS M. HANSON
---------------------------------------
Name: Dennis M. Hanson
Title: Trustee
[SIGNATURE BLOCKS CONTINUED ON NEXT PAGE]
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S&B RETAIL, INC.
By s/s DENNIS M. HANSON
---------------------------------------
Name: Dennis M. Hanson
Title: V.P.
EMERSON MUSICAL INSTRUMENTS, INC.
By s/s DENNIS M. HANSON
---------------------------------------
Name: Dennis M. Hanson
Title: V.P.
THE STEINWAY PIANO COMPANY
By s/s DENNIS M. HANSON
---------------------------------------
Name: Dennis M. Hanson
Title: V.P.
BNY FINANCIAL CORPORATION
By s/s FRANK IMPERATO
---------------------------------------
Name: Frank Imperato
Title: V.P.
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